SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                       ----------------------------------
                                  FORM 10-KSB

            [X] Annual report pursuant to Section 13 or 15(d) of The
                        Securities Exchange Act of 1934

                  For the Fiscal Year ended February 29, 2004

   [_] Transition report pursuant to Section 13 or 15(d) of the Exchange Act

                         Commission file number 0-26949

                              NEWTECH BRAKE CORP.
       (exact name of small business issuer as specified in its charter)

                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)

                                   11-3500919
                       (IRS Employer Identification No.)

               779, INDUSTRIEL BLVD., BLAINVILLE, QUEBEC, J7C 3V3
                    (Address of principal executive offices)

                                 (450) 434-6432
                        (Registrant's telephone number)

      Securities registered pursuant to Section 12 (g) of the Act: Common Stock,
Par Value $0.001 Per Share.

      Check  whether  the issuer (1) filed all  reports  required to be filed by
Section 13 of 15(d) of the Exchange Act during the preceding 12 months,  and (2)
has been subject to such filing  requirements for the past 90 days.
YES [X] NO [_]

      Check if there is no disclosure  of delinquent  filers in response to Item
405 of Regulation S-B is not contained in this form,  and no disclosure  will be
contained,  to the best of the  registrant's  knowledge,  in definitive proxy or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [_]

      The issuer's revenues for its most recent fiscal year were nil.

      State the  aggregate  market  value of the  voting and  non-voting  common
equity held by  non-affiliates  computed by  reference to the price at which the
common  equity  was sold,  or the  average  bid and asked  price of such  common
equity,  as of a specified date within the past 60 days  ($19,441,953 on May 12,
2004).

      As of June 14, 2004 the issuer had  66,959,872  shares of its common stock
outstanding.

<PAGE>

                              INDEX TO FORM 10-KSB
                  FOR THE FISCAL YEAR ENDED FEBRUARY 29, 2004


PART I                                                                         1


ITEM 1.      DESCRIPTION OF BUSINESS                                           1

ITEM 2.      DESCRIPTION OF PROPERTY                                          11

ITEM 3.      LEGAL PROCEEDINGS                                                11

ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS              12


PART II                                                                       13

ITEM 5.      MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS         13

ITEM 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION      16

ITEM 7.      FINANCIAL STATEMENTS                                             17

ITEM 8.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
             AND FINANCIAL DISCLOSURE                                         33

ITEM 8A.     CONTROLS AND PROCEDURES                                          33


PART III                                                                      34

ITEM 9.      DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
             COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT                34

ITEM 10.     EXECUTIVE COMPENSATION                                           36

ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
             MANAGEMENT                                                       37

ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                   38

ITEM 13.     EXHIBITS, LISTS AND REPORTS ON FORM 8-K                          38

ITEM 14.     PRINCIPAL ACCOUNTANTS FEES AND SERVICES                          41

SIGNATURES                                                                    42

EXHIBITS                                                                      43

                                       i
<PAGE>

                                     PART 1


ITEM 1. DESCRIPTION OF BUSINESS

FORWARD-LOOKING STATEMENTS

      This filing  contains  forward-looking  statements,  including  statements
regarding,  among other things, (a) the growth strategies of NewTech Brake Corp.
(the  "Company"),  (b)  anticipated  trends in the Company's  industry,  (c) the
Company's  future  financing  plans  and (d) the  Company's  ability  to  obtain
financing and continue  operations.  In addition,  when used in this filing, the
words  "believes,"  "anticipates,"  "intends," "in anticipation of," and similar
words  are  intended  to  identify  certain  forward-looking  statements.  These
forward-looking  statements are based largely on the Company's  expectations and
are subject to a number of risks and uncertainties, many of which are beyond the
Company's   control.   Actual  results  could  differ   materially   from  these
forward-looking  statements  as a result of changes in trends in the economy and
the Company's  industry,  reductions in the  availability of financing and other
factors.  In light of these risks and  uncertainties,  there can be no assurance
that the forward-looking statements contained in this filing will in fact occur.
The Company does not undertake any obligation to publicly release the results of
any revisions to these  forward-looking  statements  that may be made to reflect
any future events or circumstances.

      The mission of NewTech  Brake is to identify,  develop and exploit,  under
licenses  bought from  NewTech  Group  International  Inc.,  our parent  company
(hereafter  referred  to  as  NewTech  Group)  opportunities  to  provide  a new
generation of safer, more efficient and cost-effective  full contact disc brakes
and related components to the global heavy vehicle market.

THE BRAKE INDUSTRY

      The motor  vehicle  industry has been in existence  since the 19th century
and can be classified as mature and performance/cost driven. Brakes are complex,
high-precision  components and are part of the most critical components of motor
vehicles.  Nevertheless,  there has been no significant  innovation in the brake
industry for over fifty years and the caliper disc brake concept has reached its
optimal  development  potential.  As  a  result,  the  brake  industry  is  very
competitive,  with a small number of suppliers,  depending on economies of scale
and intra-industry consolidation for growth.

      Although disc brakes have  gradually  replaced drum brakes in  automobiles
and light trucks in North America,  they have not proven significantly  superior
and economical to use on trucks,  trailers and buses.  Drum brakes, a technology
that dates back to the First World War, are still installed on approximately 97%
of heavy  vehicles  (Class 7 & 8) in operation in North  America.  A significant
fact, and key to NewTech Brake's marketing strategy is that the customer selects
the brakes to be installed when purchasing his new bus or truck.

      Competitive  factors  are:  durability  and  reliability,  price,  ease of
installation,  low maintenance  requirements and light weight combined with high
strength. We believe that NewTech Brake addresses all of these factors.

FUNDAMENTALS OF BRAKE SYSTEMS

      The brake system stops a vehicle by converting kinetic energy into thermal
energy  through  friction.  Brakes can be classified as drum or disc systems.  A
drum system  forces brake shoes  against the inside of a drum.  Disc systems use
calipers mounted on torque plates (or anchor plates) to force brake pads against
rotors. (The rotors are the discs from which the system gets its name.) One drum
or rotor rotates with each wheel.

      Disc systems are  significantly  more  expensive,  but are more  effective
because they fade less when they get hot. Front disc/rear drum  combinations are
often used to obtain some of the benefit of disc brakes  without  incurring  the
full cost.

      Brake systems operate hydraulically in light vehicles and are air-operated
in most heavy  vehicles.  For the  former,  when the  driver  steps on the brake
pedal,  hydraulic fluid is forced out of the master cylinder and into four-wheel
cylinders  (with a drum  system) or four  calipers  (with a disc  system).  This
hydraulic pressure moves the shoes or pads.

      In a pneumatic system, also called air brakes,  stepping on the foot valve
is equivalent to opening a valve that lets compressed air press the brakes shoes
against  a brake  drum or pads  against  the rotor of a disc  system.  For heavy
vehicles, the price varies between drum systems and disc systems with the former
in the $500 to $800 range and the latter costing up to $2600.

                                       1
<PAGE>

HEAVY VEHICLE BRAKE SYSTEMS

      Pneumatic  systems are generally used on trucks and trailers (Class 7 & 8)
because it is easier to connect the trailer's  brake system to a pneumatic  than
to a hydraulic  brake system.  Unlike  light-vehicle  brake systems,  disc brake
systems for Class 8 trucks do not save weight. Rotors must be massive to prevent
warping when heat builds up. Additionally,  disc systems are more expensive than
drum systems.

      On the  lighter  Class 6 and 7 trucks,  about 60 percent of use  pneumatic
drum systems and about 40 percent use hydraulic disc systems.

      In the case of heavy Class 7 and 8 vehicles operated in hilly regions, the
Jacob brake has become an essential  complementary  brake. This so-called "motor
brake"  utilizes  the  compression  of the truck  engine to generate its braking
power. Although necessary for safety, such braking practices affect the lifetime
of the engine.

      About 97 percent of North American Class 7 and 8 trucks use pneumatic drum
systems while the remaining 3 percent use pneumatic disc systems. The widespread
use of drum  systems in North  America  is  explained  by the cost  differential
between disc and drum systems relative to gains in braking efficiency. Also, the
service parts market has a wide variety of components that allows cost effective
relines and low maintenance costs. Pneumatic disc systems are expected to become
more prevalent  because they are more effective and support any U.S.  government
legislation regarding stopping distances for air brake vehicles. In Europe, they
are  widely  used on Class 8  tractors  at the  front  and rear  axles,  whereas
pneumatic drum brakes are still widely used for trailers.

      Brake  system  components  have been getting  larger,  causing the average
price of brake systems to rise. The reasons for larger components include:

      o     Fleet managers' requests for longer-lasting pads, blocks and linings
            that have resulted in friction material with greater surface area.

      o     Demand for fade resistant brakes.

            o     Larger drums,  discs,  shoes and pads,  which better dissipate
                  heat;

            o     Long stroke air chambers, which better maintain pressure.

      o     Loads on truck brakes have been increasing,  partly as a consequence
            of efforts to improve fuel efficiency and for other reasons:

            o     Truck makers have worked to reduce wind  resistance  and drive
                  train friction;

            o     Radial tires have less rolling resistance than bias ply tires;

            o     More powerful engines mean higher speeds, necessitating harder
                  deceleration;

            o     Trucks are carrying heavier loads;

            o     Average speeds have increased.

AXLE MANUFACTURERS

      We believe that the speed at which NewTech brakes can be introduced to the
aftermarket is directly  proportional to the number of axles for which a NewTech
brake has been  adapted.  In the heavy  vehicle  market,  a small number of axle
manufacturers  supply  almost the  entire  market.  The two main North  American
manufacturers are Dana and Meritor,  while ZF supplies the North American market
from Europe.  We believe that the  implication for NewTech is that, once a small
number of axle models are available with NewTech  brakes,  it may be possible to
retrofit a large percentage of the North American fleet of busses and trucks.

                                       2
<PAGE>

HEAVY VEHICLE BRAKE COMPANIES

      Consolidation in the industry has resulted in increasingly fewer suppliers
for Class 6, 7, and 8 truck brake systems. Thus, the market is very competitive,
with a small number of suppliers,  offering  comparable  products.  Truck makers
have substantial buying power and weigh-in at the high end of price sensitivity.

OUR PRODUCT

      The NewTech full contact disc brake is a bold departure from  conventional
braking technology.  In place of pads mounted on a caliper squeezing onto a disc
or brake shoes  expanding  outwards onto a drum,  the full contact brake has two
circular  friction rings  sandwiching an inner  floating  rotor.  The 360-degree
braking  force that  results is similar to that of an inverted  clutch,  where a
circular  friction  plate is  pressed  against a  flywheel  face to  engage  the
transmission.

      Although the brake is a true disc design, the assembly is modular,  with a
hub-like cover  containing the  ring-shaped  brake pads.  Hydraulic or air brake
pressure applied evenly to the circular inner pad then pushes it in contact with
the  floating  rotor,  which  itself is then pressed into contact with the outer
pad. The activation  mechanism is a composite  membrane or bellow made primarily
of Kevlar.

      With a larger pad area, the same braking force is achieved with much lower
pad  pressures  than a  conventional  disc  brake.  This  allows the brake to be
installed with less expensive  components,  and  contributes to the longevity of
the friction material.


THE NEWTECH BRAKE WORKS AS FOLLOWS:

      The rotor is connected to the wheel by means of the driving hub.  When the
brakes are applied,  pneumatic  pressure  extends the  diaphragm,  which in turn
exerts  pressure on the inboard pad.  This forces the rotor against the outboard
pad: the rotor is thus gripped on its entire surface, between the two pads. When
the brakes are released, the diaphragm retracts and the spring-loaded  mechanism
returns the inboard pad to its original  position,  thereby releasing the rotor,
which can start rotating again. Through its continuous progressive action, a cam
mechanism  constantly  compensates  for the  wear  in the  pads  resulting  from
friction, thus keeping the air consumption constant in the diaphragm.

NEWTECH REAR TRUCK BRAKE

      The NewTech  rear brake  complements  the front design by adding a parking
brake. Its principle is quite similar,  except for a modified housing adapted to
accommodate an annular piston and a back cover incorporating a "Belleville" disc
spring, which acts as a parking brake.

      The  parking   brake  is  applied  when  no  air  occurs  in  the  system.
"Belleville" disc springs apply a force onto push-pins which in turn push on the
thermal barrier which through the wear compensation mechanism forces the inboard
pad against the rotor. The rotor then slides and contacts the outboard pads.

      The parking brake is released when there is air in the system.  The piston
in the back cover applies a force onto  "Belleville"  disc springs which in turn
no longer apply pressure on the push-pins, releasing the brake.

COMPETITIVE FEATURES OF THE NEWTECH BRAKE

      We believe  that the  NewTech  brake  system  offers a number of  distinct
advantages over today's conventional drum and disc brakes. For the truck and bus
OEM, it  addresses  the primary  concerns  related to warranty  costs and system
reliability.  Its modular design,  allows the manufacturer to provide a complete
corner system, from the knuckle outward to the wheel (spindle,  hub and bearing,
caliper,  rotor,  dust  shield in the rear and  drum),  permits  more  efficient
assembly.

      For the  operator,  it offers  excellent  economic  performance,  superior
braking efficiency and longer brake life.

      After in-house  computer  analysis and simulations,  dynamometer  testing,
test trials conducted with cars, the NewTech race test program and track testing
with a Class 8 truck,  we believe  the NewTech  brake can deliver the  following
competitive features:

                                       3
<PAGE>

      EXCELLENT ECONOMIC PERFORMANCE

      Brakes  are  among the  least  expensive  equipment  on a heavy  rig,  yet
maintenance  causes  significant down time, and poor brake  performance has been
found to be the  cause of many  accidents.  The  NewTech  brake  system  is cost
competitive  with  caliper  disc or drum  brakes,  either  installed as original
equipment or as aftermarket  replacements.  We believe that the operational cost
savings generated by the exceptionally  long life and low maintenance of NewTech
brakes will cost-justify their implementation on heavy vehicles.


      MORE CAPACITY TO STOP A VEHICLE

      The capacity to stop a vehicle is determined by two factors:  brake torque
generated by the braking mechanism, and brake control.

      (A)  BRAKE  TORQUE.  NewTech  Brake  believes  that the  tandem of a truck
tractor should be equipped with a higher torque  mechanism than those  currently
in use,  considering  the load increase  produced by weight  transfer during the
braking process.  Cars are generally  equipped with stronger brakes at the front
wheels for the same reason.  Some oppose this theory,  claiming that an increase
in brake  torque  causes  loss of  control,  which is a  familiar  problem  with
existing brakes.  However, with its extremely fast response (ability to increase
and reduce  torque  rapidly) and excellent  linearity,  the NewTech brake should
solve the old dilemma of torque vs. control.

      (B)  BRAKE   CONTROL.   Brake  control  is  a  function  of  the  lack  of
self-energizing  (feature of disc brakes) and a high torque  modulation  rate. A
vehicle  traveling  at 60 mph (97 km/h)  covers 88 feet (27  meters) per second,
creating the requirement for brakes capable of torque modulation at a high rate.
Conventional foundation brake hysteresis significantly affects brake control.

      Hysteresis  occurs  when the  foundation  brake's  torque  output does not
immediately or  proportionately  respond to a change in applied brake  pressure.
This causes the brake control system to overshoot either the release (reduce) or
increase of pressure applied by the driver to the pedal. This phenomenon is well
demonstrated by tire dash skid marks familiar on road surfaces, which are caused
when the  suspension of the vehicle is induced into  oscillation by the sporadic
application of brake  pressure and release.  In order to stop, the wheels of the
vehicle must stay in contact with the road, and with this  oscillating  effect a
large portion of the traction is lost.

      EXTENDED BRAKE LIFE

      The even pressure that the NewTech brake applies on the entire  surface on
both sides of the rotor, combined with lower overall maximum pressure results in
significantly reducing wear on brake linings and rotors.

      NewTech Brake estimates that its truck brake will have a life of up to two
times longer than "S" cam brakes, and up to three times longer than today's disc
brakes.

      INDIRECT COST SAVINGS

      In addition to direct savings for parts and labor to maintain tuck brakes,
other indirect costs can also be expected. Included are:

      (A) IMPROVED MOTOR,  TRANSMISSION  AND POWER TRAIN  LIFETIMES:  We believe
that the NewTech brake will reduce the use of "motor braking".  The full contact
design  minimizes the heat transferred to the vehicle wheel,  improving  bearing
and oil seal life.

      (B)  IMPROVED  TIRE  LIFE:  The  NewTech  brake  design  keeps the  casing
temperatures  relatively  low,  reducing  the risk of  burned or blown out tires
caused by overheated brakes. If installed with ABS systems, improved performance
will greatly reduce the incidents of "flats" caused by ABS wheel lockup.

      (C) DEAD LOAD  REDUCTION:  The NewTech brake assembly will be lighter than
an equivalent "S" cam,  weighing  approximately  200 lbs., using a 104 lb. drum.
Normal outboard  mounted drum weight in at about 120 lbs.  NewTech is constantly
working on new material technologies to reduce the weight of its product.

                                       4
<PAGE>

      IMPROVED FADE AND RECOVERY PROPERTIES

      Current  drum  brakes are  subject to  problems  of fading  (reduction  or
absence of braking  ability) and the  consequent  inability  to recover  braking
power. This is caused by temperature increases during braking,  which at certain
levels  change the chemical  surface of the friction  material.  This causes the
friction coefficient to drop with a reduction in or total loss of braking power.
Such a situation is fairly common with heavy vehicles.

      With twice the friction  material  volume,  approximately  three times the
friction  surface,  larger  convection  area and operating at a lower  pressure,
NewTech brake  operates at a lower  temperature,  which reduces  overall  system
fade.

      IMPROVED NVH (NOISE, VIBRATION, HARSHNESS)

      NewTech's brake mechanics work differently than those of conventional disc
or caliper  brakes using a full contact low  pressure  mechanism  instead of the
acute  concentrated  high  pressure  applied  to a small  area of the  rotor  by
conventional disc or caliper technologies.  For heavy vehicles, brake noise is a
major issue for  municipal  busses and  sanitation  trucks.  The  NewTech  brake
greatly  reduces  this  problem,  while  maintaining  its  economic  and braking
performance advantage.

      GOOD HEAT EXCHANGE (DISSIPATING) PROPERTIES

      NewTech's brake rotor disc design with large  dissipation fins contributes
toward  dissipating the heat efficiently.  The use of fins with large convection
area  also  contributes  to  improving  heat  exchange   properties.   The  full
360(degree)  contact  between the  material and rotor  dissipates  energy over a
significantly larger surface, resulting in lower overall system temperatures and
rapid heat  dissipation.  The lower operating  temperature for the NewTech brake
minimizes rotor deformation and the resulting noise, vibration,  harshness (NVH)
over the operating life of the vehicle.

      IMPROVED DESIGN OPPORTUNITY

      Finding  enough axle space for  installation  and  operation is a critical
issue for drum and disc brakes used on heavy vehicles. The fact that the NewTech
brake almost fits inside the wheel envelope on any vehicle means that additional
space can be made available for the suspension system, chassis, etc. This design
advantage could,  among other benefits,  have  significant  impact for truck and
trailer  manufacturers,  such as the reduction of axle inventory.  It is also of
great  significance for manufacturers of low-floor busses,  where designers look
for every inch of passenger space.

BRAKE CONTROL SYSTEMS

      We believe that the NewTech  foundation  brake can be adapted to any brake
control system currently available on Class 7 & 8 vehicles sold worldwide.

CURRENT STAGE OF DEVELOPMENT

      After  approximately ten consecutive years of virtual and computer design,
over $25  million of  research  and  development  work,  and  actual  testing on
passenger cars, race cars and trucks, we expect that the NewTech  industrial air
foundation brake is ready to move to the final stage of industrialization  prior
to "hitting the road."

      Its  development  has  a  lengthy  history.   Original   foundation  brake
prototypes were manufactured in 1978 and tested on a Ford CLT 9000 truck tractor
(44,800 lbs.  MGVWR).  The  performances  obtained during more than 12,000 miles
(19,300 km) of  intensive  brake  testing were  exceptional  and  confirmed  the
superiority of the design.

      For lack of capital,  the project  stopped for twelve  years.  Since 1991,
intensive  testing  of  the  brake  was  performed,  and a team  of  researchers
participated  in the  development  of the  design  to adapt  it to  cars,  heavy
vehicles and trailers.

      Advanced computer software,  combined with high performance  computers and
NewTech  Brake's  in-house  dynamometer  have  helped  NewTech  Brake to advance
substantially on design optimization and materials  development.  After close to
ten  years of  computer  design  and  testing  of its  various  components  in a
laboratory  environment,  the NewTech  brake has  completed its proof of concept
stage and has undergone  its final  revisions  created by the  industrialization
process and the  pre-production  prototype  release is expected in the following
months.

                                       5
<PAGE>

      The pre-production prototypes, for 22.5 inch wheels model, are expected to
be tested and validated by August 2004, and production  samples are projected by
Fall 2004.  We intend  that our model for 24.5 inch wheels will follow and reach
the market by mid-2005.

INTELLECTUAL PROPERTY

      NewTech Brake, through rights granted by NewTech Group International Inc.,
relies on a combination of patent, patent pending,  copyright,  trademark, trade
secret and contract  laws,  as well as  international  treaties,  to protect the
proprietary rights relating to technical know-how,  designs,  special materials,
manufacturing techniques, and test equipment.

      NewTech  Brake  has  adopted  a  proactive  approach  to  identifying  and
protecting  key  patentable  concepts and  components.  The objective of NewTech
Brake's patent strategy is to obtain an exclusive and  preferential  position in
product  features;  performance  and cost  compared  to its  competitors,  while
assuring  NewTech Brake the widest possible  application and broadest  potential
market for its  products.  NewTech  Group seeks to patent the key  concepts  and
components,  which it believes will provide it with a significant advantage over
its competitors and for inventions  NewTech Brake  considers  having  commercial
value.  Patent  protection  outside North America is sought on a more  selective
basis for those inventions having significant commercial value.

BUSINESS DEVELOPMENT PLAN

      The total potential global market for NewTech brakes is made up of:

      o     OEM - new busses and trucks;

      o     Retrofit Aftermarket; and

      o     Maintenance Aftermarket

GENERAL MARKETING STRATEGY

      NewTech Brake's target is to supply 3.75% of the North American market for
heavy vehicle brakes by 2009. To achieve this goal,  NewTech Brake will employ a
"push-pull"  strategy.  It will  build on  existing  opportunities  in the North
American  aftermarket to demonstrate the superiority of its new brake technology
("pull"),  while working with original equipment  manufacturers  (OEM's) to make
NewTech brakes available on new trucks, busses and trailers ("push").

      We  believe  that the North  American  market is ideal for  attacking  the
aftermarket  (brake  replacement  on  already  manufactured   vehicles),   since
purchasers  have the final say as to which  brakes  will be  installed  on their
trucks or busses.

      Furthermore, in the heavy vehicle market, brakes are matched to heavy-duty
axles,  which  in  turn  are  supplied  by a  small  number  (3) of  major  axle
manufacturers. Combined, these manufacturers represent over 90% of all the axles
used. Consequently, every one of the "standard" axles to which the NewTech brake
is adapted,  adds all the trucks or busses  with the same axle to the  potential
NewTech Brake customer pool.

      NewTech  Brake's core strategy for attacking the  aftermarket is therefore
to:

      1.    Identify  high-profile  niches,  where the NewTech brakes'  improved
            performance and/or an economics can be demonstrated;

      2.    Select the most frequently used axle(s) for adaptation; and

      3.    Identify  and sell to  strategic  customers  who will  benefit  from
            NewTech brakes and serve as market leaders.

      Specific  opportunities  identified to date include the Quebec North-Shore
transport  industry  market,  where we  believe  the  NewTech  brake  will solve
performance  and cost problems for the North-Shore  fleets.  We believe that the
Quebec market is ideal for the  introduction of new brakes because NewTech Brake
is already  known  there and it is close to  NewTech  Group  headquarters.  More
importantly,  it has  the  combination  of a  standard  North  American  vehicle
profile, no-fault insurance and extreme meteorological and road conditions which
complement testing conditions. Once the program is firmly established in Quebec,
NewTech Brake intends to contact other large public  transport fleets in the USA
and Canada.

                                       6
<PAGE>

      Additional  niche markets to be addressed are sanitation  trucks and other
short-haul  frequent-stop  trucks,  followed by other  markets that have similar
problems  related  either to cost or  performance.  In parallel,  NewTech  Brake
intends to approach the large long-haul  fleets,  where  durability and operator
safety are a major concern.

      The second part of NewTech  Brake's  strategy is to conclude  arrangements
with one or more  heavy  vehicle  manufacturers  to offer the  NewTech  brake as
standard or optional  equipment on new vehicles.  Such an arrangement is already
under  discussion  with a  major  European  truck  manufacturer,  with a  target
introduction of the full contact brake to the European market for the 2007 model
year.

PRODUCT MANUFACTURING AND DISTRIBUTION STRATEGY

      NewTech Brake bases its products on the intellectual property,  registered
patents and patents  pending  controlled  by NewTech  Group and has an exclusive
license covering North America and Europe from the latter. In May 2003,  NewTech
Brake  bought a license  from  NewTech  Group to market the NewTech full contact
disc brake for the heavy-duty vehicle market for the rest of the world.  Already
having the license  agreement  for North  America and Europe,  NewTech Brake has
acquired the rights to  commercialize  and  manufacture the NewTech full contact
disc brake for the global heavy-duty vehicle market.  NewTech Brake will in turn
identify the most advantageous approach to delivering its product to the market.

      We believe that the preferred approach is to create strategic partnerships
with existent OEM suppliers through non-exclusive  licenses for our products. We
do not wish to compete  directly  with the  current  manufacturers  in the brake
industry and we believe that we would benefit from the credibility brought on by
an  alliance  with an  existing  supplier.  However,  we intend to  examine  the
creation of joint manufacturing ventures or, if necessary,  organize a number of
sub-contractors, managed by us, to supply the needs of the niche markets.

      We believe  that the best way to  distribute  of our  full-contact  brakes
beyond the niche markets already identified, will be to partner with, or acquire
a North  American  distributor of brakes and brake  components.  We believe that
various cost sharing  strategies and/or royalty  agreements can be negotiated to
secure additional revenues for NewTech Brake.

                                       7
<PAGE>

                                  RISK FACTORS

      We are subject to various  risks that may  materially  harm our  business,
financial condition and results of operations. YOU SHOULD CAREFULLY CONSIDER THE
RISKS AND UNCERTAINTIES DESCRIBED BELOW AND THE OTHER INFORMATION IN THIS FILING
BEFORE  DECIDING  TO  PURCHASE  OUR  COMMON  STOCK.  IF ANY OF  THESE  RISKS  OR
UNCERTAINTIES  ACTUALLY OCCUR,  OUR BUSINESS,  FINANCIAL  CONDITION OR OPERATING
RESULTS  COULD BE  MATERIALLY  HARMED.  IN THAT CASE,  THE TRADING  PRICE OF OUR
COMMON STOCK COULD DECLINE AND YOU COULD LOSE ALL OR PART OF YOUR INVESTMENT.

                         RISKS RELATED TO OUR BUSINESS

WE HAVE HISTORICALLY LOST MONEY AND LOSSES MAY CONTINUE IN THE FUTURE

      We have historically lost money. For the years ended February 29, 2004 and
2003, we had a net loss of $859,453 and $516,977 respectively. Future losses are
likely to occur.  Accordingly,  we may experience significant liquidity and cash
flow problems  because our operations are not  profitable.  No assurances can be
given  that  we  will  be  successful  in  reaching  or  maintaining  profitable
operations.


WE WILL NEED TO RAISE ADDITIONAL CAPITAL TO FINANCE OPERATIONS

      We have relied on significant  external  financing to fund our operations.
Such financing has  historically  come from a combination of borrowings and sale
of securities  from third parties and funds provided by parent  company  NewTech
Group  International  Inc.  We cannot  assure you that  financing  whether  from
external  sources or related parties will be available if needed or on favorable
terms.  Our inability to obtain  adequate  financing  will result in the need to
curtail business operations.  Any of these events would be materially harmful to
our  business  and may  result  in a lower  stock  price.  We will need to raise
additional  capital  to fund  our  anticipated  operating  expenses  and  future
expansion.  Among other things,  external financing may be required to cover our
operating costs.


WE HAVE  BEEN THE  SUBJECT  OF A GOING  CONCERN  OPINION  FROM  OUR  INDEPENDENT
AUDITORS, WHICH MEANS THAT WE MAY NOT BE ABLE TO CONTINUE OPERATIONS

      Our  independent  auditors  have added an  explanatory  paragraph to their
audit  opinion  issued in  connection  with the year  ended  February  29,  2004
financial  statements,  which states that NewTech Brake had operating losses and
management has determined  that it will require  additional  capital to continue
funding  operations  and meet its  obligations  as they  come due  which  raises
substantial  doubt  about  its  ability  to  continue  as a going  concern.  Our
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty. We expect to be able to continue operations for six
months with the cash currently on hand.


WE HAVE A WORKING  CAPITAL  DEFICIT,  WHICH  MEANS  THAT OUR  CURRENT  ASSETS ON
FEBRUARY 29, 2004 WERE NOT SUFFICIENT TO SATISFY OUR CURRENT LIABILITIES ON THAT
DATE

      We had a working  capital deficit  $1,381,219 at February 29, 2004,  which
means that our current  liabilities  exceeded our current assets on February 29,
2004 by $1,381,219.  Current assets are assets that are expected to be converted
into cash within one year and, therefore, may be used to pay current liabilities
as they become due. Our working capital deficit means that our current assets on
February 29, 2004 were not sufficient to satisfy all of our current  liabilities
on that date.


OUR DEPENDENCE ON A LIMITED NUMBER OF CUSTOMERS FOR A SUBSTANTIAL  AMOUNT OF OUR
FUTURE SALES COULD LEAD TO FLUCTUATIONS IN OUR FUTURE OPERATING RESULTS

      Our  business  depends  on sales of our  products  to a limited  number of
customers,  effectively the  manufacturers of busses,  trucks and trailers,  and
currently we do not have any firm orders. Any of the manufacturers with which we
are  currently  exploring  supply  relationships  could  decide  not to use  our
products.  The inability to sign up a significant customer could have a material
adverse effect on our future revenues and operations.

                                       8
<PAGE>

VARIATIONS  IN THE TIME IT TAKES US TO SELL OUR PRODUCTS MAY CAUSE  FLUCTUATIONS
IN OUR OPERATING RESULTS

      Variations  in the length of our sales  cycles  could cause our revenue to
fluctuate  widely from  period to period.  Because our  operating  expenses  are
relatively  fixed  over the  short  term,  these  fluctuations  could  cause our
operating results to suffer in some future periods. Our customers generally take
a long time to evaluate our products, and the evaluation process can be complex.
Because of the  number of  factors  influencing  the sales  process,  the period
between our initial  contact with a potential  new customer and the time when we
recognize  revenue from that customer may vary  significantly.  Our sales cycles
typically  range  from  one to two  years.  For  larger  opportunities  with new
customers, however, these cycles can be much longer.

OUR BRAKE TECHNOLOGY MAY NOT GAIN BROAD MARKET ACCEPTANCE

      We expect to derive a  substantial  amount of our future  revenue from the
sale of our product to motor vehicle  manufacturers  and our  continued  success
depends on broad market  acceptance of our  technology.  If our products fail to
gain this market  acceptance,  this would have a material  adverse effect on our
business, financial condition and results of operations.

IF WE DO NOT HAVE SUFFICIENT CAPITAL TO FUND OUR OPERATIONS, WE MAY BE FORCED TO
DISCONTINUE  PRODUCT  DEVELOPMENT,  REDUCE  OUR SALES AND  MARKETING  EFFORTS OR
FOREGO ATTRACTIVE POTENTIAL BUSINESS OPPORTUNITIES

      We may not have  sufficient  capital to fund our operations and additional
capital  may not be  available  on  acceptable  terms,  if at all.  Any of these
outcomes could adversely affect our ability to respond to competitive  pressures
or prevent us from conducting all or a portion of our planned operations. We may
also require additional capital to acquire or invest in complementary businesses
or products or obtain the right to use complementary  technologies.  If we issue
additional  equity  securities  to raise  funds  current  shareholders  would be
diluted.

Our Insurance  Coverage May Not Be  Sufficient  To Cover All  Potential  Product
Liability And Warranty Claims

      The  failure of our  products  to perform as  expected  could give rise to
product liability and warranty claims. A successful claim against us would force
us to use our own resources to pay the claim,  which could result in a reduction
of our working  capital  available for other uses, as well as an increase in our
expenses and a negative effect on our operating results.


OUR FULL CONTACT DISC BRAKE BUSINESS IS IN ITS INFANCY

      Our prospects are subject to the  difficulties  frequently  encountered by
companies in the early stage of development in new and evolving  markets.  These
difficulties include the following:

      o     substantial delays and expenses related to testing and developing of
            our new products;

      o     marketing and distribution  problems  encountered in connection with
            our new and existing products and technologies;

      o     competition from larger and more established companies;

      o     delays in reaching our marketing goals;

      o     difficulty in recruiting  qualified  employees  for  management  and
            other positions;

      o     lack of sufficient customers, revenues and cash flow; and

      o     limited financial resources.

      We may continue to face these and other  difficulties in the future,  some
of which may be beyond our  control.  If we are unable to  successfully  address
these problems, our business will suffer and our stock price could decline.

                                       9
<PAGE>

THE PRICE OF OUR STOCK MAY BE  AFFECTED  BY A  LIMITED  TRADING  VOLUME  AND MAY
FLUCTUATE SIGNIFICANTLY

      Prior to this  offering,  there has been a limited  public  market for our
common stock and there can be no assurance that an active trading market for our
stock will  develop.  An absence of an active  trading  market  could  adversely
affect our stockholders' ability to sell our common stock in short time periods,
or  possibly  at all.  Our  common  stock  has  experienced,  and is  likely  to
experience in the future,  significant price and volume fluctuations which could
adversely  affect the market price of our stock without  regard to our operating
performance. In addition, we believe that factors such as quarterly fluctuations
in our financial  results and changes in the overall economy or the condition of
the  financial  markets  could cause the price of our common  stock to fluctuate
substantially.


OUR SUCCESS IS HIGHLY DEPENDANT UPON OUR ABILITY TO COMPETE AGAINST  COMPETITORS
THAT HAVE SIGNIFICANTLY GREATER RESOURCES THAN WE DO

      The motor vehicle industry is highly competitive, and we believe that this
competition will intensify. The segment of the disc brake industry that supplies
all vehicles with brakes is also extremely competitive.  Many of our competitors
have longer operating  histories,  significantly  greater financial,  technical,
product development, and marketing resources, greater name recognition or larger
client bases than we do. Therefore,  it will be more difficult for us to achieve
significant market share.


OUR COMMON STOCK IS DEEMED TO BE "PENNY STOCK," WHICH MAY MAKE IT MORE DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES DUE TO SUITABILITY REQUIREMENTS

      Our common stock is deemed to be "penny  stock" as that term is defined in
Rule  3a51-1  promulgated  under  the  Securities  Exchange  Act of 1934.  These
requirements  may reduce the  potential  market for our common stock by reducing
the number of potential investors. This may make it more difficult for investors
in our common stock to sell shares to third  parties or to otherwise  dispose of
them. This could cause our stock price to decline. Penny stocks are stock:

      o     With a price of less than $5.00 per share;

      o     That are not traded on a "recognized" national exchange;

      o     Whose prices are not quoted on the Nasdaq automated quotation system
            (Nasdaq  listed stock must still have a price of not less than $5.00
            per share); or

      o     In issuers with net  tangible  assets less than $2.0 million (if the
            issuer has been in continuous operation for at least three years) or
            $5.0 million (if in continuous operation for less than three years),
            or with  average  revenues  of less than $6.0  million  for the last
            three years.

      Broker/dealers  dealing in penny stocks are required to provide  potential
investors  with a  document  disclosing  the  risks of penny  stocks.  Moreover,
broker/dealers  are required to determine whether an investment in a penny stock
is a suitable investment for a prospective investor.

THE MARKET PRICE OF OUR COMMON SHARES COULD BE VOLATILE

Many factors could affect the market price of our common  shares.  These factors
include:

      o     Variations in our operating results.
      o     Variations in industry growth rates.
      o     Actual or anticipated  announcements of technical innovations or new
            products or product enhancements by our competitors or us.
      o     General economic conditions in the automobile and truck industry.
      o     Divergence   our   operating   results   from   research   analysts'
            expectations.
      o     Changes in earnings estimates by research analysts.

      In  particular,  the market prices of the shares of many  companies in the
technology and emerging growth sectors have experienced wide  fluctuations  that
have often been unrelated to the operating performance of such companies.

                                       10
<PAGE>

WE DEPEND ON KEY PERSONNEL

      Our ability to maintain our competitive  position depends to a significant
extent on the efforts and abilities of certain key personnel.  The loss of their
services  could  have a  material  adverse  effect  on our  business,  financial
condition or results of operations. Our success is also dependent on our ability
to attract,  retain and motivate highly skilled  technical and other  personnel.
While we have so far been  successful in doing this,  there are a limited number
of people with the necessary  technical skills and  understanding.  A failure to
recruit or retain  skilled  technical  personnel  could have a material  adverse
effect on our business, financial condition or results of operations.

RISK OF OPERATING IN CHINA

      The  Company's  subsidiary,  NewTech  Brake Mfg.  (Suzhou)  Co.,  Ltd., is
located in Suzhou  within the People's  Republic of China  ("PRC").  The loss of
this  subsidiary or a significant  reduction in product  availability  from this
supplier could have a material  adverse effect on the Company.  The subsidiary's
operations in the PRC are subject to special consideration and significant risks
not typically  associated  with  companies in North America and Western  Europe.
These include risks associated with, among others,  the political,  economic and
legal  environments and foreign currency exchange.  The subsidiary's  production
and therefore, the Company's results may be adversely affected by changes in the
political  and social  conditions  in the PRC,  and by  changes in  governmental
policies  with  respect  to laws and  regulations,  anti-inflationary  measures,
currency  conversion and remittance  abroad,  and rates and methods of taxation,
among other things.


ITEM 2. DESCRIPTION OF PROPERTY

      Since June 2002,  NewTech Brake  maintains  its  corporate  offices at 779
Industrial  Blvd.  Blainville,  Quebec and does not pay rent for these  premises
because  NewTech Group  International  Inc., a majority  shareholder  of NewTech
Brake, leases the office space.

The  subsidiary has obtained all the necessary  authorizations  from the Chinese
authorities to implement and start the production of its brake assembly plant in
Suzhou.  Presently,  the first  assembly  line  located in a leased  building is
almost ready for  production.  We expect to complete the set-up during the month
of August 2004, when the first brakes should be produced.

In order to  increase  production  capacity,  NewTech  Brake  intends to build a
factory.  Construction  is expected to start in  December  2004 to be  completed
around July 2005.  The new factory  should be ready for  production in September
2005.

Chinese  Authorities  have  approved the transfer of the right to use a piece of
land of 68,800  sq. m.  (740,000  sq.  ft.) for a period of fifty  years  with a
two-year option for an additional  43,750 sq. m. (470,400 sq. ft.) This piece of
land is located in the China-Singapore Suzhou Industrial Park (SIP).


ITEM 3. LEGAL PROCEEDINGS

In December 1998 the Company entered into a 4 year consulting agreement with the
Nais  Corp.,  a  shareholder,  according  to which Nais Corp.  will  provide the
Company with  financial  and business  public  relation  consulting  services in
consideration  for  $6,000  USD  per  month.  In  accordance  to the  agreement,
commitment  will start when the Company  reaches  certain  amounts of revenue as
defined  in the  agreement.  Nais  Corp.  claims  that it is owed  approximately
$240,000 USD at February 28, 2002. Prior to March 31, 2001,  management believed
that this claim had no merit based on the limited revenue generation not meeting
the minimum requirements of the agreement. Mr. Jack Ehrenhaus, managing director
of Nais Corp.  became the president of the Company  during the fiscal year ended
February 28, 2002,  and believed at February 28, 2002,  the claim has merit.  At
February 28, 2003,  Mr.  Ehrenhaus  was no longer the  president of the Company.
Current  management  believes that this claim,  once again,  has no merit and at
February 28, 2003,  has reversed the  liability and reflected a gain of $257,839
in the February 28, 2003 financial statements.

                                       11
<PAGE>

On September 29, 2002, the Company  received a formal notice from a company that
had reached an agreement dated July 3, 2001 with the management of Internet VIP,
the prior  management  and the  predecessor  company of NewTech Brake Corp.  The
plaintiff's  demands are for  1,000,000  shares of NewTech  Brake  Corp.  common
stock,  1,000,000  NewTech  Brake Corp.  warrants  and  $40,000  US.  Management
believes that these claims are without merit and will vigorously  defend against
any future action by this company.  Therefore, no provision has been made in the
financial statements.

In June 2003, a law firm filed a Complaint  against the Company.  The  plaintiff
alleges that it provided  legal  services to the Company at its request and that
the Company has failed to pay for those legal  services and seeks  damages up to
US $203,176.  The Company has filed an answer,  denying the  allegations  in the
plaintiff's complaint and asserting various defenses. The action is in the early
stages of litigation  and  management is unable to predict the  probability of a
favorable  or an  unfavorable  outcome.  An amount of US $73,899 is  included in
liabilities as at February 29, 2004.

On April  12,  2004,  a  consultant  filed a  Complaint  against  Newtech  Brake
Corporation  in the Circuit  Court in Florida.  Newtech  Brake filed a Notice of
Removal,  removing the case to the United States  District Court in the Southern
District of Florida.  In its  Complaint,  Plaintiff  alleges that Newtech  Brake
failed to comply with certain contractual obligations regarding the issuance and
registration of stock. This consultant asserts a cause of action against Newtech
Brake for damages and injunctive  relief.  This consultant  seeks damages in the
amount of  $823,137.00  as well as costs and  attorney's  fees. On June 1, 2004,
Newtech  Brake filed a Motion to Dismiss.  on the grounds that Newtech  Brake is
not a party to the contract and that this  consultant  failed to allege it was a
registered  broker-dealer.  Given  that the  action  is in the  early  stages of
litigation,  we are unable to  predict  the  probability  of a  favorable  or an
unfavorable outcome. The Company intends to vigorously defend this action.


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

      None.

                                       12
<PAGE>

                                    PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


(A)   MARKET INFORMATION

      The Company's  common stock is quoted on the NASD's  Bulletin  Board under
the ticker symbol "NWTB" (OTC: BB: NWTB).

      The Company had 354,250 class B warrants. Each Warrant entitles the holder
to purchase one Share of restricted  Common Stock at an exercise price of $1.50,
subject to adjustment,  until March 31, 2003.  Those warrants were not exercised
and have expired.

      None of the shares underlying the warrants have any registration rights.

      As of February 29,  2004,  the  Registrant  had  66,959,872  shares of its
Common Stock outstanding.

      Of the 66,959,872  shares of common stock  outstanding,  63,575,899 shares
are currently subject to the resale restrictions and limitations of Rule 144.


(B)   HOLDERS

      On February 29, 2004, there were 484 holders of the Company's common stock
and 6 holders of the Company's Class B warrants.


(C)   DIVIDENDS

      The Company has had no profits to date,  nor has the Company  declared any
dividends  to date.  The  payment by the  Company of  dividends,  if any, in the
future,  rests within the  discretion of its Board of Directors and will depend,
among other things,  upon the Company's earnings,  its capital  requirements and
its financial condition,  as well as other relevant factors. The Company has not
declared any cash  dividends  since  inception  and has no current  intention to
declare any.


(D)   TRADING STATISTICS

      NWTB - NEWTECH  BRAKE CORP.  - Trading  history for the three fiscal years
ended February 29, 2004 was as follows:

                    2001                             HIGH      LOW
                    ----------------------------------------------
                    First Quarter                     N/A      N/A
                    Second Quarter(1)              $0.420   $0.100
                    Third Quarter                  $0.270   $0.031
                    Fourth Quarter                 $0.065   $0.030

                    2002                             HIGH      LOW
                    ----------------------------------------------
                    First Quarter                  $0.043   $0.006
                    Second Quarter                 $0.800   $0.024
                    Third Quarter                  $0.080   $0.027
                    Fourth Quarter                 $1.030   $0.031

                    2003                             HIGH      LOW
                    ----------------------------------------------
                    First Quarter                  $0.700   $0.510
                    Second Quarter                 $1.340   $0.400
                    Third Quarter                  $1.030   $0.350
                    Fourth Quarter                 $0.800   $0.530

                    2004                             HIGH      LOW
                    ----------------------------------------------
                    First Quarter                  $1.240   $0.530
                    Second Quarter                 $1.450   $0.900
                    Third Quarter                  $1.400   $1.100
                    Fourth Quarter                 $1.250   $1.050

(1) Stock  quotations  are available for NewTech Brake  commencing in the second
quarter of 2001.  (2) These prices reflect stock prices after a 1 for 20 reverse
stock split.

                                       13
<PAGE>

SALES OF UNREGISTERED SECURITIES

      On June 13, 2003, we issued  1,500,000  shares of our common  stock,  at a
price of $1 each,  for a total  subscription  of $1,500,000 and 1,500,000 of our
common stock, at a price of $1, for a total subscription of $1,500,000.

      In April 2003, we issued, on behalf of NewTech Group  International  Inc.,
180,000  shares of common  stock in  settlement  of  consulting  services in the
amount of $108,000 in connection  with the  Acquisition  of Assets and Change of
Control  Agreement,  dated April 11, 2002,  between NewTech Group  International
Inc. and Internet VIP, Inc.

      In  January  2003,  we issued  29,800,000  shares  of common  stock as the
remaining  balance  payment in  connection  with the  Acquisition  of Assets and
Change of  Control  Agreement,  dated  April 11,  2002,  between  NewTech  Group
International Inc. and Internet VIP, Inc.

      In October  2002,  we issued  23,810  shares of common  stock to  Westrock
Advisors, Inc. as a placement agent in connection with the equity line of credit
transaction.

      In October  2002,  we issued  1,166,667  shares of common stock to Cornell
Capital Partners, L.P. as a commitment fee in connection with the equity line of
credit transaction.

      In August 2002,  we issued  16,500 shares of common stock in settlement of
liabilities of $8,250.

      In July 2002,  we issued  281,750  shares of common stock in settlement of
liabilities of $126,788.

      In the second quarter of 2002, we issued 30,000,000 shares of common stock
as partial  payment in connection  with the  Acquisition of Assets and Change of
Control Agreement, dated April 11, 2002 between NewTech Group International Inc.
and Internet VIP, Inc.

      During the  quarter  ended May 31,  2002,  we issued  4,000,000  shares of
common stock in  settlement  of  consulting  services in the amount of $240,000.
These shares were issued before the reverse stock split.

      Prior to April 2002,  when we had our reverse stock split,  the amounts of
sales of  unregistered  securities  listed here are not adjusted for the reverse
stock split and are listed in their pre-split original share amounts.

      In February 2002, we issued 1,500,000 shares of common stock to the former
Chairman of the Board, Ilya Gerol and former Vice-President, Viatcheslav Makarow
in  settlement  of accrued,  unpaid  wages in the amount of $45,996 and loans to
NewTech Brake in the amount of $20,000.  Mr. Gerol and Mr. Makarow each received
750,000 shares of common stock.

      We received  investment  relations  services from an affiliated company (a
shareholder).  Fees for such services which totaled  $44,000 and $38,105 for the
years ending February 28, 2002 and 2001 respectively.

      In December  2001, we issued  600,000  shares of common stock in a private
placement for $10,000.

      In November 2001, an outstanding loan balance of $102,400 was settled with
the issuance of 5 million shares of common stock.

      In November 2001, we issued 2,500,000 shares of common stock in settlement
of a short-term loan in the amount of $102,400.

                                       14
<PAGE>

      In November 2001, we issued 50,605 shares of common stock in settlement of
interest in the amount of $5,060.

      In October 2001, we issued  1,100,000 shares of common stock in settlement
of salaries in the amount of $156,735.

      In October 2001, we issued  2,080,000 shares of common stock in settlement
of services in the amount of $108,897.

      In  September  2001,  we issued  1,100,000  shares of common  stock to its
President,  Vice-President and an administrative person in settlement of accrued
unpaid wages in the amount of $156,735.24.

      In  September  2001,  we  issued  500,000  shares  of  common  stock  to a
shareholder for settlement of accrued liabilities totaling $27,500 USD.

      In August 2001, we issued  2,400,000 shares of common shares in settlement
of services in the amount of $600,000.

      In August 2001, we issued  348,500 shares of common stock in settlement of
services in the amount of $42,700.

      In August 2001,  we issued  1,998,882  shares of common stock in a private
placement of $142,667.

      In June 2001, we issued 2,000,000 shares of common stock in settlement for
an investment in a non-related company in the amount of $300,000.

      In June 2001, we issued  900,000  shares of common stock in settlement for
services in the amount of $252,000.

      In June 2001,  we issued  50,605  shares of common stock in  settlement of
interest in the amount of $5,060.

      In June 2001,  we issued  215,000  shares of common stock in settlement of
services in the amount of $32,050.

      In June 2001,  we issued  130,432  shares of common stock in settlement of
interest expense in the amount of $33,424.

      In May 2001 we sold 350,000 shares of common stock in a private  placement
of $52,500.

      In May 2001,  we issued  64,500  shares of common stock in  settlement  of
interest in the amount of $20,352.

      In May 2001, we issued  737,500  shares of common stock in settlement  for
services in the amount of $168,992.

      In May  2001,  we  issued  100,000  shares  of  common  stock in a private
placement for $20,000.

      In May  2001,  we  issued  46,083  shares  of  common  stock in a  private
placement for $10,000.

      In April  2001,  we issued  87,500  shares  of  common  stock in a private
placement for $14,000.

      In July 2001, we issued  2,000,000  shares of common stock in exchange for
1,000,000 shares of InterCaribe Telecom,  Inc., a Canadian company.  InterCaribe
Telecom was marketing  communication services in the Caribbean.  The transaction
was valued at $25,000 USD.

      Between April 1, 2001 and February  2002,  NewTech Brake issued  8,600,000
shares of common stock in  settlement of debt and accrued  liabilities  totaling
$401,628.

      Between April 1, 2001 and February  2002,  NewTech Brake issued  7,853,403
shares of common stock for services rendered totaling $534,169.

      We relied upon the  exemption  provided in Section 4(2) of the  Securities
Act  and/or  Rule 506  hereunder,  which  cover  "transactions  by an issuer not
involving any public  offering,"  to issue  securities  discussed  above without
registration under the Securities Act of 1933. The certificates representing the
securities  issued displayed a restrictive  legend to prevent transfer except in
compliance  with  applicable  laws, and our transfer agent was instructed not to

                                       15
<PAGE>
permit  transfers  unless directed to do so by NewTech Brake,  after approval by
our legal counsel.  NewTech Brake believes that the investors to whom securities
were issued had such knowledge and experience in financial and business  matters
as to be  capable  of  evaluating  the  merits  and  risks  of  the  prospective
investment.  NewTech  Brake also  believes  that the investors had access to the
same type of information as would be contained in a registration statement.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

      THE  FOLLOWING   INFORMATION  SHOULD  BE  READ  IN  CONJUNCTION  WITH  THE
CONSOLIDATED  FINANCIAL  STATEMENTS  OF  NEWTECH  BRAKE  AND THE  NOTES  THERETO
APPEARING ELSEWHERE IN THIS FILING.  STATEMENTS IN THIS MANAGEMENT'S  DISCUSSION
AND ANALYSIS OR PLAN OF OPERATION AND ELSEWHERE IN THIS  PROSPECTUS THAT ARE NOT
STATEMENTS   OF   HISTORICAL   OR  CURRENT  FACT   CONSTITUTE   "FORWARD-LOOKING
STATEMENTS."

OVERVIEW

      At the beginning of the previous fiscal year ended February 28, 2003, IVIP
entered into an agreement with NewTech Group  International  Inc. of Blainville,
Quebec,  whereby  IVIP  underwent  a change in control  and a change in business
orientation.  IVIP's  primary  business was  providing  long  distance  services
between Eastern European countries and the rest of the world. After nearly three
years of building and  developing  this network and the  expenditure of over two
million dollars, IVIP still had only minimal revenues and had not as yet reached
profitability. Given the intense competition in the telecom business, the future
was not as promising as when IVIP initially  undertook this project.  Therefore,
the Board of  Directors  decided to seek out other  ventures  in addition to the
Company's telecom business.  NewTech Group International Inc. is an accomplished
research and development company that has developed various technologies related
to brake  systems for heavy  vehicles and is the owner of patents,  licenses and
rights to these  technologies.  As NewTech  Group  sought to  commercialize  and
market  products  produced  from these  technologies,  it was the  intention  of
NewTech  Group's  Board of Directors to enter into an agreement  that would sell
and transfer rights to some of these technologies to IVIP.

      In order to complete the transactions  contemplated in the agreement,  the
Company re-organized the capitalization by reverse splitting the common stock in
a ratio of one share for every twenty  shares.  IVIP also amended its  corporate
charter  and  changed  its name to  NewTech  Brake  Corp.  The  closing of these
transactions took place on July 1, 2002.

      Pursuant to the Agreement with NewTech Group International Inc., a company
that has  developed  various  technologies  related to brake  systems  for heavy
vehicles  and owner of  patents,  licenses  and  rights  to these  technologies,
NewTech Brake issued to NewTech Group  International  Inc.  59,800,000 shares of
common stock (post reversed split),  during the year ended February 28, 2003, in
payment  of the  license  as per  the  Asset  Transfer  and  Change  in  Control
Agreement. As a result of this transaction, approximately 92% of the outstanding
common  stock  of  the  present   public  Company  is  owned  by  NewTech  Group
International Inc.

      On October 4, 2002,  the  Company  entered  into an equity  line of credit
agreement with Cornell Capital  Partners,  L.P. This agreement was terminated on
February 11, 2003.  On January 6, 2004,  NewTech Brake entered into a new Equity
Line of Credit with Cornell Capital Partners,  L.P. Cornell Capital,  subject to
certain terms and  conditions,  will purchase up to a maximum amount of US $10.0
million of the  NewTech  Brakes'  common  stock.  The term of the  agreement  is
twenty-four (24) months and NewTech Brake may, at its sole discretion, terminate
the Equity Line of Credit  Agreement  upon ten (10) days prior written notice to
Cornell Capital without further  obligation to Cornell Capital.  Cornell Capital
will purchase the shares of common stock for a 3% discount to the lowest closing
bid price of our common stock for the five (5) days  immediately  following  the
notice  date.  As a condition  of the Equity Line of Credit,  NewTech  Brake has
filed a  Registration  Statement on Form SB-2 on January 13,  2004,  and the SEC
must declare it effective  before  Cornell  Capital is obligated to purchase any
common stock of NewTech Brake.

      As of January 9, 2003,  NewTech's  shareholders  approved an  amendment to
NewTech's Certificate of Incorporation increasing the authorized common stock of
the Company from  50,000,000 to 200,000,000  shares and authorizing the issuance
of 10,000,000 shares of preferred stock, par value $.0001 per share.

      During the year ended  February 29, 2004, we incurred an operating loss of
$859,453  as  compared  to an  operating  loss of  $516,977  for the year  ended
February 28, 2003. The increase is primarily due to higher  operating  expenses.
During the years ended  February 29, 2004 and  February  28,  2003,  the Company
generated no revenue from sales of products  and  services.  As reflected in our
February  29, 2004 balance  sheet,  the Company had a negative  working  capital
deficit of $1,381,219.  The Company's  operations are not generating  sufficient
cash to maintain its present operations.

                                       16
<PAGE>

      Management  of the Company is currently  reviewing  alternative  financing
options  that will  permit the  Company  to meet its  short-term  and  long-term
obligations of approximately  $1.6 millions as at February 29, 2004, and finance
future operations (see Note 7 to the Consolidated Financial Statements).

GOING CONCERN

      The  report  of our  independent  accountants  on our  February  29,  2004
financial statements includes an explanatory  paragraph indicating that there is
substantial doubt about our ability to continue as a going concern.  The Company
has  experienced an operating  loss and  management has determined  that it will
require   additional  capital  to  continue  funding  operations  and  meet  its
obligations as they come due.


EARNINGS (LOSS) PER SHARE CALCULATION

      Earnings  (Loss) per common share are  calculated  under the provisions of
SFAS No. 128,  "Earnings per Share," which  establishes  standards for computing
and presenting earnings per share. SFAS No. 128 requires NewTech Brake to report
both basic  earnings  (loss) per share,  which is based on the  weighted-average
number of common  shares  outstanding  during the period,  and diluted  earnings
(loss) per share, which is based on the weighted-average number of common shares
outstanding plus all potential dilutive common shares  outstanding.  Options and
warrants are not considered in  calculating  diluted  earnings  (loss) per share
since considering such items would have an anti-dilutive effect.

STOCK-BASED COMPENSATION

      In October 1995, the Financial Accounting Standards Board issued Statement
of Financial  Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation".  The Company  accounts  for stock based  compensation  granted to
non-employees in accordance with SFAS No. 123. NewTech Brake has determined that
it  will  continue  to  account  for  employee  stock-based  compensation  under
Accounting  Principles  Board No. 25 and elect the  disclosure-only  alternative
under SFAS No. 123.

Critical accounting policies and estimates

      The preparation of our consolidated  financial  statements  requires us to
make estimates and assumptions that affect the reported  amounts.  The estimates
and  assumptions  are evaluated on an on-going basis and are based on historical
experience  and on various  other  factors that are  believed to be  reasonable.
Estimates and  assumptions  include,  but are not limited to, fixed asset lives,
intangible  assets,  income taxes, and  contingencies.  We base our estimates on
historical  experience and on various other  assumptions that are believed to be
reasonable  under the  circumstances,  the  results  of which form the basis for
making  judgments about the carrying  values of assets and liabilities  that are
not readily  apparent from other  sources.  Actual results may differ from these
estimates  under  different  assumptions  or  conditions.  NewTech  Brake  Corp.
believes the following critical  accounting policies affect its more significant
judgments and estimates used in the preparation of the financial statements.

      Revenue Recognition: Revenue is recognized when:


      o     Persuasive evidence of an arrangement exists
      o     Shipment has occurred
      o     Price is fixed or determinable, and
      o     Collectability is reasonably assured

       Further  information is provided in Note 2 to the Consolidated  Financial
       Statements.

ITEM 7. FINANCIAL STATEMENTS

      The financial  statements are included herein commencing on next page. The
Company is not required to provide supplementary financial information.

                                       17
<PAGE>

                       [Letterhead of Daszkal Bolton LLP]

                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders
of NewTech Brake Corp.


We have  audited  the  accompanying  balance  sheet of NewTech  Brake  Corp.  (a
Development  Stage Company) as of February 29, 2004, and the related  statements
of operations,  changes in stockholders' equity (deficit) and cash flows for the
year  then  ended and for the  period  from  July 1,  2002  (inception)  through
February  29,  2004.  We did not audit the period from July 1, 2002  (inception)
through February 28, 2003,  which statements  reflect a cumulative loss totaling
$516,977.  Other  auditors whose reports have been furnished to us audited those
statements and our opinion,  insofar as it relates to the cumulative amounts for
the period ending July 1, 2002 through February 28, 2003, is based solely on the
reports of the other auditors. These financial statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audit.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of NewTech  Brake Corp.  as of
February 29, 2004,  and the results of its operations and its cash flows for the
years then ended in conformity with accounting  principles generally accepted in
the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 7 to the
financial  statements,  the  Company  has  experienced  recurring  losses in the
development  stage. This raises substantial doubt about the Company's ability to
continue as a going concern.  Management's  plans in regard to these matters are
also  described  in the Note 7. The  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.


/s/ Daszkal Bolton LLP

Boca Raton, Florida
May 3, 2004

                                       18
<PAGE>

                         INDEPENDENT ACCOUNTANTS' REPORT


To the Shareholders
Newtech Brake Corp.
Miami, Florida


I have  audited  the  accompanying  balance  sheet of  NewTech  Brake  Corp.  (a
Development  Stage Company) as of February 28, 2003, and the related  statements
of operations,  changes in stockholders' equity (deficit) and cash flows for the
year then ended and for the period from July 1, 2002  (inception of  development
stage)  through   February  28,  2003.   These  financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

I conducted my audit in accordance with auditing standards generally accepted in
the United States of America.  Those standards  require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement presentation. We believe that my audit provides a reasonable basis for
my opinion.

These financial  statements  were  previously  issued and reported on, by me, on
March 15, 2003. Since my report dated March 15, 2003, the Company has determined
that the acquisition of the license agreement from Newtech Group  International,
Inc. was incorrectly  recorded on the balance sheet. In addition  management has
determined that certain stock based compensation was incorrectly valued. As more
fully described in Note 12, for accounting purposes the license agreement should
have been recorded using Newtech  International's  historical cost and the stock
compensation should have been recorded using the intrinsic value.

In my opinion, the financial statements referred to above present fairly, in all
material respects,  the financial position of Newtech Brake Corp. as of Feburary
28, 2003 and the results of its operations for the year then ended in conformity
with accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 7 to the
financial  statements,  the  Company  has  experienced  an  operating  loss  and
management has determined  that it will require  additional  capital to continue
funding  operations  and meet its  obligations as they come due. As discussed in
Note 7, management  believes the existing sources of financing are sufficient to
fund cash requirements for the next twelve months. These financial statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.



/s/ Mark Cohen
Mark Cohen C.P.A.
A Sole Proprietor Firm


Hollywood, Florida
May 15, 2003

                                       19
<PAGE>


NEWTECH BRAKE CORP.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
FEBRUARY 29, 2004 AND FEBRUARY 28, 2003


                                                    February 29,    February 28,
                                                        2004            2003
                                                                     (Restated)
                                                  ---------------  -------------
                      Assets

Current assets
  Cash and cash equivalents                        $    99,090     $    16,960
  Other receivables                                      9,114           1,641
  Deposits                                              28,614              --
--------------------------------------------------------------------------------

   Total current assets                                136,818          18,601

Fixed assets, net                                      199,618              --
--------------------------------------------------------------------------------

   Total assets                                    $   336,436     $    18,601
================================================================================


       Liabilities and Shareholders' Equity

Current liabilities
  Accounts payable and accrued liabilities         $   420,321     $   294,986
  Short term borrowings                                 20,000          20,000
   Short term borrowings (related party)               928,775         155,118
  Current portion of long term debt                    148,941         135,506
--------------------------------------------------------------------------------

   Total current liabilities                         1,518,037         605,610

Long term debt, net of short term borrowings            75,879          65,391
--------------------------------------------------------------------------------

   Total liabilities                                 1,593,916         671,001
--------------------------------------------------------------------------------

Commitments and contingencies


Shareholders' Equity (Deficit)
  Preferred stock; $.0001 par value; 10,000,000
   shares authorized; none issued or outstanding            --              --
  Common Stock, $.0001 par value; 200,000,000
   shares authorized; issued and outstanding -
   66,959,872 and 63,779,872 respectively                6,693           6,375
  Paid in Capital                                    8,345,193       5,237,511
  Other comprehensive income (loss)                    (77,513)        12,.600
  Subscriptions receivable                          (2,763,514)             --
  Deferred offering costs                             (594,524)       (594,524)
  Accumulated deficit prior to July 1, 2002         (5,124,642)     (5,124,642)
  Accumulated deficit from inception of
   development stage on July 1, 2002                (1,049,173)       (189,720)
--------------------------------------------------------------------------------

   Total Shareholder's Equity (Deficit)             (1,257,480)       (652,400)
--------------------------------------------------------------------------------

   Total liabilities and shareholder's equity      $   336,436     $    18,601
================================================================================


          See accompanying notes to consolidated financial statements.

                                       20
<PAGE>

NEWTECH BRAKE CORP.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE PERIOD FROM INCEPTION (JULY 1, 2002) TO FEBRUARY 29, 2004,
FOR THE YEARS ENDED FEBRUARY 29, 2004 AND FEBRUARY 28, 2003

<TABLE>
<CAPTION>
                                          Cumulative
                                            Amounts
                                         from July 1,
                                             2002
                                        (Inception) to
                                         February 29,     February 29,     February 28,
                                              2004           2004             2003
                                                                           (Restated)
                                        ---------------   ------------    -------------
<S>                                      <C>               <C>            <C>
Revenues                                 $         --      $         --   $         --

Cost of Sales                                      --                --             --
---------------------------------------------------------------------------------------

Gross Profit (loss)                                --                --             --
---------------------------------------------------------------------------------------

Operating expenses:
  Marketing                                    96,308            96,308             --
  Salaries and payroll related                298,346           281,519         17,338
  Professional Fees                           428,305           160,170        535,363
  Consulting services                         109,159           109,159             --
  Travel                                       81,493            47,730         33,763
  Selling, general and administrative
    expenses                                  222,834           140,474        123,082
---------------------------------------------------------------------------------------

    Total operating expenses                1,236,445           835,360        709,546
---------------------------------------------------------------------------------------

Loss before other income (expense)         (1,236,445)         (835,360)      (709,546)
---------------------------------------------------------------------------------------

Other income (expense):
  Gain on write-off of liabilities            257,839                --        257,839
  Interest expense                            (61,130)          (24,093)       (43,036)
  Foreign exchange loss                        (9,437)               --        (22,234)
---------------------------------------------------------------------------------------

    Total other income (expense)              187,272           (24,093)       192,569
---------------------------------------------------------------------------------------


Net Loss                                 $ (1,049,173)     $   (859,453)  $   (516,977)
=======================================================================================


Basic weighted average common shares
  outstanding                                                66,093,169     25,237,215
=======================================================================================


Basic and diluted Loss per common share                    $      (0.01)  $      (0.02)
=======================================================================================
</TABLE>


          See accompanying notes to consolidated financial statements.

                                       21
<PAGE>

NEWTECH BRAKE CORP.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY(DEFICIT)

<TABLE>
                                                                          Common Stock
                                                                          ------------
                                                                                                        Paid-in     Subscriptions
                                                                   Shares             Amount            Capital      Receivable
                                                               ------------------------------------------------------------------
<S>                                                             <C>                <C>               <C>            <C>
Balance, February 28, 2002                                        2,292,145        $        226      $  4,099,098   $         --

Issuance of common stock for services                               200,000                  20           239,980
Issuance of common stock for license purchase                    59,800,000               5,980            (5,980)
Issuance of common stock for conversion of debt                     281,750                  28           126,760
Issuance of common stock for conversion of debt                      16,500                   2             8,248
Issuance of common stock for deferred offering costs              1,190,477                 119           594,405

Stock options granted                                                                                     175,000

Net loss - year ended February 28, 2003
                                                               ------------        ------------      ------------   ------------

Balance, February 28, 2003                                       63,779,872               6,375         5,237,511             --

Issuance of common stock for conversion of debt                     180,000                  18           107,982
(April 7, 2003 - Rothschild Group Inc.)
Issuance of common stock in a private placement                   1,500,000                 150         1,499,850     (1,500,000)
Issuance of common stock in a private                             1,500,000                 150         1,499,850     (1,263,514)
Foreign currency translation adjustment

Net loss - year ended February 29, 2004
                                                               ------------        ------------      ------------   ------------

Balance, February 29, 2004                                       66,959,872        $      6,693      $  8,345,193   $ (2,763,514)
                                                               ============        ============      ============   ============

<CAPTION>
                                                                                                     Accumulated
                                                                                                        other           Total
                                                                   Deferred         Accumulated     Comprehensive    Stockholders'
                                                                Offering Costs        Deficit       Income/(loss)       Equity
                                                               ------------------------------------------------------------------
<S>                                                             <C>                <C>               <C>            <C>
Balance, February 28, 2002                                      $        --        $ (4,797,385)     $     12,600   $   (685,461)

Issuance of common stock for services                                                                                    240,000
Issuance of common stock for license purchase                                                                                 --
Issuance of common stock for conversion of debt                                                                          126,788
Issuance of common stock for conversion of debt                                                                            8,250
Issuance of common stock for deferred offering costs               (594,524)                                                  --

Stock options granted                                                                                                    175,000

Net loss - year ended February 28, 2003                                                (516,977)               --       (516,977)
                                                               ------------        ------------      ------------   ------------

Balance, February 28, 2003                                         (594,524)         (5,314,362)           12,600       (652,400)

Issuance of common stock for conversion of debt                                                                          108,000
(April 7, 2003 - Rothschild Group Inc.)
Issuance of common stock in a private placement                                                                               --
Issuance of common stock in a private                                                                                    236,486
Foreign currency translation adjustment                                                                   (90,113)       (90,113)

Net loss - year ended February 29, 2004                                                (859,453)                        (859,453)
                                                               ------------        ------------      ------------   ------------

Balance, February 29, 2004                                     $   (594,524)       $ (6,173,815)     $    (77,513)  $ (1,257,480)
                                                               ============        ============      ============   ============
</TABLE>


          See accompanying notes to consolidated financial statements.

                                       22
<PAGE>



NEWTECH BRAKE CORP.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM INCEPTION (JULY 1, 2002) TO FEBRUARY 29, 2004,
FOR THE YEARS ENDED FEBRUARY 29, 2004 AND FEBRUARY 28, 2003

<TABLE>
<CAPTION>
                                                                Cumulative
                                                               Amounts from
                                                               July 1, 2002
                                                              (Inception) to
                                                                February 29,        February 29,      February 28,
                                                                    2004                2004              2003
                                                                                                      (Restated)
                                                             ----------------     --------------    ---------------
<S>                                                            <C>                 <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                                     $ (1,049,173)       $   (859,453)     $   (516,977)
  Adjustments to reconcile net loss to net cash used
   in operating activities:
  Stock based compensation                                          175,000                  --           415,000
  Stock issued for interest payments                                 12,145                  --            12,145
  Depreciation                                                       62,562                 192            83,771
  Gain on write-off of liabilities                                 (257,839)                 --          (257,839)
 Changes in Operating assets and liabilities:
  Receivables and other assets                                      (29,709)            (35,904)            6,576
  Accounts payable and other liabilities                            321,403             115,993           261,865
-------------------------------------------------------------------------------------------------------------------

    Net cash provided by/(used in) operating activities            (765,611)           (779,172)            4,541
-------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of Property and equipment                               (197,220)           (197,220)               --
-------------------------------------------------------------------------------------------------------------------

    Net cash used in investing activities                          (197,220)           (197,220)               --
-------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from:
  Stockholder's capital contribution, net                           236,486             236,486                --
  Long term borrowings (related party)                              836,860             836,860                --
-------------------------------------------------------------------------------------------------------------------

    Net cash provided by financing activities                     1,073,346           1,073,346                --
-------------------------------------------------------------------------------------------------------------------

  Effect of exchange rate changes on cash                           (11,425)            (14,824)           12,419
  Net increase in cash                                               99,090              82,130            16,960
  Cash, beginning of period                                              --              16,960                --
-------------------------------------------------------------------------------------------------------------------
  Cash, end of period                                          $     99,090        $     99,090      $     16,960
===================================================================================================================

  Interest paid                                                $     18,735        $     18,735      $         --
  Income taxes paid                                            $         --        $         --      $         --

  Supplemental Schedule of noncash investing
    and financing activities:
   Common stock issued for repayment of accounts
    payable                                                    $     55,721        $         --      $     55,721
   Common shares issued for repayment of short
    term borrowings                                            $     67,172        $         --      $     67,172
   Common shares issued in payment of deferred
    offering costs                                             $    594,524        $         --      $    594,524
   Common stock issued for repayment of short
    term borrowings (related party)                            $    108,000        $    108,000      $         --
</TABLE>

          See accompanying notes to consolidated financial statements.



                                       23
<PAGE>

                              NEWTECH BRAKE CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

NewTech  Brake  Corp.  (the  "Company"),   previously  Internet  VIP  Inc.,  was
incorporated  in the State of  Delaware on November  13,  1998.  The Company was
formed  to  sell  long  distance  international  telephone  services  using  the
technology,  Voice over Internet  Protocol  ("VoIP").  The Company also operated
through a wholly owned Canadian subsidiary corporation, IVIP Telcom Canada Inc.,
which dissolved  through the Canadian  bankruptcy system on or about October 25,
2001. On July 1, 2002, the Company  discontinued the internet  telephone service
and was reclassified as a development stage company.

On July 1, 2002, the Company  acquired the license to develop and  manufacture a
full contact  brake system from NewTech  Group  International  Inc.,  our parent
company,  in  exchange  for 92% of our  common  stock.  In  accordance  with the
Securities and Exchange  Commission  Staff  Accounting  Bulletin Topic 5(g), for
accounting  purposes  the  acquisition  of the  license  agreement  was based on
NewTech Group International's historical cost.

Under the name of NewTech  Brake Corp.,  the new  business  will be to identify,
develop and exploit,  under  licenses  brought from NewTech Group  International
Inc., (our parent company),  opportunities to provide a new generation of safer,
more  efficient  and  cost-effective   full  contact  disc  brakes  and  related
components to the global heavy vehicle market.

The Company has no revenues to date.  Since its inception,  the Company has been
dependent  upon  the  receipt  of  capital  investment  to fund  its  continuing
activities.  In  addition to the normal  risks  associated  with a new  business
venture,  there can be no assurance  that the  Company's  business  plan will be
successfully  executed. Our ability to execute our business model will depend on
our ability to obtain  additional  financing  and achieve a profitable  level of
operations.  There  can  be no  assurance  that  sufficient  financing  will  be
obtained.  Nor can we give  any  assurance  that  we will  generate  substantial
revenues or that our business operations will prove to be profitable.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation:

The  accompanying  consolidated  financial  statements  for  the  periods  ended
February  29,  2004 and  February  28, 2003  include the  accounts of the parent
company,  Newtech Brake Corp. and its  subsidiary,  NewTech Brake Mfg.  (Suzhou)
Co.,  Ltd. All  significant  intercompany  accounts and  transactions  have been
eliminated.  The fiscal year end of the Company and its  subsidiary  is February
29.

Research and Development Costs:

Research and development costs are expensed as incurred.

Management estimates:

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities,  disclosure of contingent
assets and liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses  during the reporting  period.  Certain amounts
included in the financial  statements are estimated based on currently available
information and management's judgment as to the outcome of future conditions and
circumstances.  Changes in the status of certain  facts or  circumstances  could
result in material changes to the estimates used in the preparation of financial
statements and actual  results could differ from the estimates and  assumptions.
Every effort is made to ensure the integrity of such estimates.

Fair value of Financial Instruments:

The  carrying   amounts  reported  in  the  balance  sheet  for  cash  and  cash
equivalents,  receivables,  accounts payable, accrued liabilities, notes payable
and advance  payable  approximate  their fair values because of the immediate or
short-term maturity of these financial instruments.

                                       24
<PAGE>

Cash and cash equivalents:

The Company considers all highly liquid investments with original  maturities of
ninety days or less to be cash and cash  equivalents.  At February  29, 2004 and
February 28, 2003 the Company had no cash equivalents.

Fixed assets and depreciation:

Fixed assets are stated at cost less accumulated  depreciation.  Depreciation is
computed  using the  straight  line method over the  estimated  useful  lives as
follows when the property and equipment is placed in service:

                                              Estimate Useful Life
                                                   (In Years)

                       Equipment                     10
                       Office furniture               5
                       Tools                          5


Repairs and maintenance are charged to operations as incurred,  and expenditures
for significant improvements are capitalized. The cost of property and equipment
retired or sold, together with the related accumulated depreciation, are removed
from the appropriate asset and depreciation  accounts, and the resulting gain or
loss is included in operations.

Impairment of long-lived assets:

Long-lived  assets  held and  used by the  Company  are  reviewed  for  possible
impairment  whenever  events or changes in  circumstances  indicate the carrying
amount of an asset may not be recoverable.  Recoverability  of assets to be held
and used is measured by a comparison of the carrying amount of the assets to the
future net cash flows expected to be generated by the asset.  If such assets are
considered  to be impaired,  the  impairment to be recognized is measured by the
amount by which the carrying  amount of the assets exceeds the fair value of the
assets.  The fair  value of an asset is the  amount at which the asset  could be
bought or sold in a current transaction between willing parties,  that is, other
than in a forced or liquidation sale. Quoted market prices in active markets are
the  best  evidence  of fair  value  and  shall  be used  as the  basis  for the
measurement,  if  available.  If quoted  market  prices are not  available,  the
estimate of fair value shall be based on the best  information  available in the
circumstances.  The  estimate  of fair value shall  consider  prices for similar
assets and the results of valuation  techniques  to the extent  available in the
circumstances.  Valuation  techniques  include  the present  value of  estimated
expected  future cash flows  using a discount  rate  commensurate  with the risk
involved, option-pricing models, matrix pricing and fundamental analysis.

Revenue Recognition:

The Company will recognizes revenue when:

      o     Persuasive evidence of an arrangement exists
      o     Shipment has occurred
      o     Price is fixed or determinable, and
      o     Collectability is reasonably assured


Earnings (Loss) per share calculation:

Earnings (Loss) per common share are calculated under the provisions of SFAS No.
128,  "Earnings  per Share,"  which  establishes  standards  for  computing  and
presenting  earnings per share. SFAS No. 128 requires the Company to report both
basic earnings (loss) per share, which is based on the  weighted-average  number
of common shares  outstanding during the period, and diluted earnings (loss) per
share,  which  is  based  on  the  weighted-average   number  of  common  shares
outstanding plus all potential dilutive common shares  outstanding.  Options and
warrants are not considered in  calculating  diluted  earnings  (loss) per share
since considering such items would have an anti-dilutive effect.

                                       25
<PAGE>

Stock based compensation:

The Company has adopted  Statement of  Financial  Accounting  Standards  No. 123
("SFAS 123"), "Accounting for Stock-Based Compensation." SFAS 123 encourages the
use of a  fair-value-based  method of accounting for stock-based  awards,  under
which the fair  value of stock  options is  determined  on the date of grant and
expensed  over the  vesting  period.  Under SFAS 123,  companies  may,  however,
measure  compensation  costs for those  plans  using the  method  prescribed  by
Accounting Principles Board Opinion No. 25 ("APB No. 25"), "Accounting for Stock
Issued to  Employees."  Companies  that apply APB No. 25 are required to include
pro  forma  disclosures  of  net  earnings  and  earnings  per  share  as if the
fair-value-based  method of accounting had been applied.  The Company elected to
account for options granted to employees under the provisions of APB No. 25. The
Company accounts for stock options granted to consultants under SFAS 123.

Had the  compensation  expense for the stock option  granted to  employees  been
determined  based on the fair value of the options at the grant date  consistent
with the methodology  prescribed under Statement of Financial Standards No. 123,
"Accounting for Stock Based Compensation," at February 29, 2004 and February 28,
2003,  the Company's net income and loss per share would have been  increased to
the proforma amounts indicated below:



                                                     February 29,  February 28,
                                                         2004          2003
                                                     ------------  ------------
             Net loss
                As reported                           $(859,453)    $(516,977)
                                                      ==========    ==========
                Pro forma                             $(903,453)    $(679,477)
                                                      ==========    ==========
             Loss per share
                As reported                           $   (0.01)    $   (0.02)
                                                      ==========    ==========
                Pro forma                             $   (0.01)    $   (0.03)
                                                      ==========    ==========

Recent accounting pronouncements:

In April 2003, the Financial Accounting Standards Board (the "FASB") issued SFAS
No. 149,  "Amendment  of  Statement  13 on  Derivative  Instruments  and Hedging
Activities."  SFAS  No.  149  amends  and  clarifies  financial  accounting  and
reporting for derivative  instruments,  including certain derivative instruments
embedded in other contracts  (collectively  referred to as derivatives)  and for
hedging  activities under SFAS No. 133,  "Accounting for Derivative  Instruments
and Hedging Activities." SFAS No. 149 is effective for contracts entered into or
modified after June 30, 2003, except as specified and for hedging  relationships
designated after June 30, 2003.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments  with  Characteristics  of both  Liabilities  and Equity."  SFAS 150
requires that certain financial instruments,  which under previous guidance were
accounted for as equity, must now be accounted for as liabilities. The financial
instruments  affected include  mandatorily  redeemable stock,  certain financial
instruments  that  require  or may  require  the  issuer to buy back some of its
shares in exchange for cash or other assets and certain  obligations that can be
settled  with  shares  of  stock.  SFAS  150  is  effective  for  all  financial
instruments  entered into or modified  after May 31,  2003.  Otherwise it became
effective at the beginning of the first interim period  beginning after June 15,
2003.

The Company does not  anticipate  that the adoption of this  statement will have
any material impact on the balance sheet or statement of operations.

                                       26
<PAGE>

NOTE 3 - FIXED ASSETS

Fixed assets, net consists of the following:

                                                    February 29,   February 28,
                                                        2004           2003
                                                   -------------  -------------
Equipment                                            $ 193,625      $ 244,804
Office furniture                                         5,216             --
Tools                                                      969             --
--------------------------------------------------------------------------------
                                                       199,810        244,804
Less :  accumulated depreciation                           192        244,804
--------------------------------------------------------------------------------
                                                     $ 199,618      $      --
================================================================================


NOTE 4 - SHORT TERM BORROWINGS

On March 14, 2000,  the Company  entered into a $25,000  loan  agreement  with a
nonaffiliated party for an initial period of three months that has been extended
indefinitely.  The loan  bears  interest  of 15% per  annum,  payable in cash or
common shares of the Company, at the Company's option, at a conversion rate of 1
share for  $0.0625 of  interest.  The loan is  convertible  at any time,  at the
lender's  option,  in whole or in part,  to common  shares of the  Company  at a
conversion  rate of $0.25 per share.  The interest  expense  resulting  from the
beneficial  conversion  feature has been charged to the  statement of operations
for the year ended February 28, 2002.  Substantially all of the Company's assets
are pledged to guarantee the  repayment of the loan.  The balance of the loan at
February  29, 2004 was $26,000  including  unpaid  interest for the fiscal years
ending February 28, 2003 and February 29, 2004.

During  the  current  fiscal  year,  the  Company  has  received  advances  on a
short-term basis from NewTech Group  International  Inc., a major shareholder of
the Company,  to support the development of the brake system  operations.  As of
February 29, 2004, the balance is $928,775.

NOTE 5 - CONVERTIBLE DEBENTURE

On September 22, 2000, NewTech Brake Corp. entered into a convertible  debenture
agreement with an unaffiliated  party.  The amount of the debenture was $224,820
($300,000 Canadian  Dollars).  The debenture bears interest of 10% per annum and
expires on September 30, 2002. The debenture can be converted, at the discretion
of the holder, at any time up to the expiring date into common shares of NewTech
Brake Corp. at a rate of 1 share per US $0.05 of the balance  outstanding  which
rate  has  been  adjusted  for the  one-for-twenty  reverse  stock  split.  This
debenture was in default from former  administration  (Internet VIP,  Inc.).  On
January  7,  2004,  NewTech  Brake  Corp.  entered  into an  agreement  with the
debenture holder providing for the redemption of the convertible debenture.  The
agreement  provides  that  NewTech  Brake  Corp.  will  redeem  the  convertible
debenture  with 16 equal  monthly  installments  of  $18,735  ($25,000  Canadian
Dollars),  including interest,  commencing February 15, 2004, one installment of
$17,330 ($23,126  Canadian Dollars) on June 15, 2005 and the last installment of
$3,996 ($5,332 Canadian Dollars) on July 16, 2005.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

Lease commitments

The Company leases its production  facilities in China under long-term operating
lease agreement.  Rent expense for all operating leases was $37,892 for the year
ended February 29, 2004.

                                       27
<PAGE>

At February  29,  2004,  future  minimum  lease  payments  for this lease are as
follows:

                        YEAR ENDING
                        FEBRUARY 28,

                            2005                                $   75,785
                            2006                                    37,892
                 -----------------------------------------------------------
                  Total minimum lease payments                  $  113,677
                 ===========================================================


Litigation

In December 1998 the Company entered into a 4 year consulting agreement with the
Nais  Corp.,  a  shareholder,  according  to which Nais Corp.  will  provide the
Company with  financial  and business  public  relation  consulting  services in
consideration  for $6,000 USD per month. In accordance  with the agreement,  the
commitment  will start when the Company  reaches  certain  amounts of revenue as
defined  in the  agreement.  Nais  Corp.  claims  that it is owed  approximately
$240,000 USD at February 28, 2002. Prior to March 31, 2001,  management believed
that this claim had no merit based on the limited revenue generation not meeting
the minimum requirements of the agreement. Mr. Jack Ehrenhaus, managing director
of Nais Corp.  became the president of the Company  during the fiscal year ended
February 28, 2002,  and believed at February 28, 2002,  the claim has merit.  At
February 28, 2003,  Mr.  Ehrenhaus  was no longer the  president of the Company.
Current  management  believes that this claim,  once again,  has no merit and at
February 28, 2003,  has reversed the  liability and reflected a gain of $257,839
in the February 28, 2003 financial statements.

On October 3, 2002,  the Company  entered  into an  agreement  with a consultant
concerning  a  "finders'  fee"  related to Equity  Line of Credit  with  Cornell
Capital  Partners,  L.P. As per the  agreement,  a finders' fee of 10% should be
paid on net amount received by NewTech Brake Corp. related to the Equity Line of
Credit Agreement with Cornell Capital Partners,  L.P., up to a maximum amount of
US $1,000,000.

On September 29, 2002, the Company  received a formal notice from a company that
had reached an agreement dated July 3, 2001 with the management of Internet VIP,
the prior  management  and the  predecessor  company of NewTech Brake Corp.  The
plaintif's demands are for 1,000,000 shares of NewTech Brake Corp. common stock,
1,000,000 NewTech Brake Corp.  warrants and $40,000 US. Management believes that
these claims are without  merit and will  vigorously  defend  against any future
action by this company.  Therefore,  no provision has been made in the financial
statements.

In June 2003, a law firm filed a Complaint  against the Company.  The  plaintiff
alleges that it provided  legal  services to the Company at its request and that
the Company has failed to pay for those legal  services and seeks  damages up to
US $203,176.  The Company has filed an answer,  denying the  allegations  in the
plaintiff's complaint and asserting various defenses. The action is in the early
stages of litigation  and  management is unable to predict the  probability of a
favorable  or an  unfavorable  outcome.  An amount of US $73,899 is  included in
liabilities as at February 29, 2004.

Foreign subsidiary

The  Company's  subsidiary  manufactures  all of the  Company's  products.  This
subsidiary,  with net  assets  totaling  approximately  $220,000,  is located in
Suzhou  within  the  People's  Republic  of  China  ("PRC").  The  loss  of this
subsidiary or a significant reduction in product availability from this supplier
could have a material adverse effect on the Company. The subsidiary's operations
in the PRC are  subject  to  special  consideration  and  significant  risks not
typically  associated with companies in North America and Western Europe.  These
include risks associated with, among others,  the political,  economic and legal
environments and foreign  currency  exchange.  The  subsidiary's  production and
therefore,  the  Company's  results may be adversely  affected by changes in the
political  and social  conditions  in the PRC,  and by  changes in  governmental
policies  with  respect  to laws and  regulations,  anti-inflationary  measures,
currency  conversion and remittance  abroad,  and rates and methods of taxation,
among other things.

NOTE 7 - GOING CONCERN

The accompanying  financial  statements have been prepared  assuming the Company
will continue as a going concern.  The Company reported net losses of $(859,453)
and  $(561,977)  for the years ended  February  29, 2004 and  February 28, 2003.
Additional  capital and/or borrowings will be necessary in order for the Company
to continue in existence until attaining and sustaining  profitable  operations.

                                       28
<PAGE>

Accordingly,  on October 4, 2002,  the  Company  entered  into an equity line of
credit  agreement  with  Cornell  Capital  Partners,  L.P.  This  agreement  was
terminated on February 11, 2003. On April 1, 2003,  NewTech Brake entered into a
new Equity Line of Credit with Cornell  Capital  Partners,  L.P. On December 17,
2003, NewTech Brake terminated the April 1, 2003 Equity Line of Credit Agreement
and on January 6, 2004,  NewTech  Brake entered into a new Equity Line of Credit
with Cornell Capital.  Cornell Capital, subject to certain terms and conditions,
will purchase up to $10.0 million of the NewTech Brakes' common stock.  The term
of the agreement is  twenty-four  (24) months and NewTech Brake may, at its sole
discretion,  terminate  the Equity Line of Credit  Agreement  upon ten (10) days
prior written notice to Cornell Capital  without  further  obligation to Cornell
Capital.  Cornell  Capital  will  purchase  the shares of common  stock for a 3%
discount to the lowest  closing  bid price of our common  stock for the five (5)
days  immediately  following the notice date. As a condition of the common stock
purchase agreement,  NewTech Brake filed a Registration Statement on January 13,
2004, and the SEC must declare it effective  before Cornell Capital is obligated
to purchase any common stock of NewTech Brake.  There can be no assurance of how
much cash NewTech  Brake will receive,  if any,  under the Equity Line of Credit
agreement with Cornell Capital.

NOTE 8 - INCOME TAXES

The  Company's  evaluation  of the tax benefit of its net  operating  loss carry
forward is presented in the following  table.  At February 29, 2004 and February
28, 2003,  the tax amounts have been  calculated  using the 34% federal and 5.5%
state income tax rates.

<TABLE>
<CAPTION>
                                                           February 29,   February 28,
                                                               2004           2003
                                                          -------------  ---------------
<S>                                                       <C>            <C>
Income tax (benefit) consists of:
  Current                                                 $        --    $        --
  Deferred                                                         --             --
----------------------------------------------------------------------------------------
Provision (benefit) for income taxes                      $        --    $        --
========================================================================================

<CAPTION>
Reconciliation of the Federal statutory income tax rate to the Company's effective tax
rate is as follows:


                                                           February 29,   February 28,
                                                               2004           2003
                                                          -------------  ---------------
<S>                                                       <C>            <C>
Taxes computed at combined federal and state tax rate     $  (292,117)   $  (175,772)
Non-deductible expenses                                        13,854        117,007
State income taxes, net of federal income tax benefit         (29,709)        (6,274)
Deferred tax asset valuation allowance                       (307,972)       (65,039)
----------------------------------------------------------------------------------------
Provision (benefit) for income taxes                      $        --    $        --
========================================================================================

<CAPTION>
The components of the deferred tax asset are as follows:

                                                           February 29,   February 28,
                                                               2004           2003
                                                          -------------  ---------------
<S>                                                       <C>            <C>
Deferred tax assets:
  Start up expenses                                       $   307,972    $    65,039
----------------------------------------------------------------------------------------

Total deferred tax assets                                     307,972         65,039
----------------------------------------------------------------------------------------

Valuation allowance:
  Beginning of year                                           (65,039)            --
  Decrease (increase) during year                            (242,933)       (65,039)
----------------------------------------------------------------------------------------
  Ending balance                                             (307,972)       (65,039)
----------------------------------------------------------------------------------------

Net deferred taxes                                        $        --    $        --
========================================================================================
</TABLE>


                                       29
<PAGE>

The Company has net operating carry forwards and start up cost totaling
$818,423. The net operating losses will begin to expire in fiscal year 2023.

NOTE 9 - RELATED PARTIES

During fiscal year 2003, the Company issued 59,800,000 shares of common stock to
NewTech  Group  International  Inc.,  (our  parent  company).   Pursuant  to  an
Acquisition of Assets and Change of Control  Agreement dated April 11, 2002 (the
"Agreement"), whereby, NewTech Group International Inc. licensed their interests
in certain patents, and rights of certain automotive  technologies  specifically
related to the brake system in heavy vehicle markets (the `'NewTech  Interests")
to the Company.

In April 2003,  the Company  issued,  on behalf of NewTech  Group  International
Inc., 180,000 shares of common stock in settlement of consulting services in the
amount of $108,000 in connection  with the  Acquisition  of Assets and Change of
Control  Agreement,  dated April 11, 2002,  between NewTech Group  International
Inc. and Internet VIP, Inc.

During  the  current  fiscal  year,  the  Company  has  received  advances  on a
short-term  basis  from  NewTech  Group   International   Inc.  to  support  the
development of the brake system operations. As of February 29, 2004, the balance
is $928,775.

NOTE 10 - SHAREHOLDER'S EQUITY

On July 1, 2002, the Company  effectively  reversed split its common shares in a
ratio of twenty  (20) to one (1).  All shares  amounts  have been  retroactively
restated to reflect the reverse split.

The  Company  issued  200,000  shares of common  stock for  consulting  services
rendered totaling $240,000.

On January 9, 2003,  the  Company  amended  its  Articles  of  Incorporation  to
increase its common shares from 50 million to 200 million.

The  Company  issued   59,800,000  shares  of  common  stock  to  NewTech  Group
International  Inc.  Pursuant to an  Acquisition of Assets and Change of Control
Agreement  dated  April 11,  2002 (the  `'Agreement"),  whereby,  NewTech  Group
International  Inc. will license their interests in certain patents,  and rights
of certain automotive  technologies  specifically related to the brake system in
heavy vehicle markets (the `'NewTech Interests") to the Company.

Upon  completion  of the license  agreement,  NewTech Group  International  Inc.
acquired 92% of our common stock.  In accordance with SAB Topic 5(g) the license
was valued at NewTech Group International Inc. historical basis.

The  Company  issued  298,250  shares of common  stock  valued  at  $135,038  in
settlement  of debt valued at  $122,893.  The Company  recognized  approximately
$12,415 in additional interest expense.

The Company  issued  1,190,477  shares of common stock in  settlement of prepaid
financing commitment fees valued at $594,525.

In April 2003,  the Company  issued,  on behalf of NewTech  Group  International
Inc., 180,000 shares of common stock in settlement of consulting services in the
amount of $108,000 in connection  with the  Acquisition  of Assets and Change of
Control  Agreement,  dated April 11, 2002,  between NewTech Group  International
Inc. and Internet VIP, Inc.

In June 2003,  the Company issued  3,000,000  shares of common stock for a total
subscription of $3,000,000. As of February 29, 2004, $236,486 has been received,
leaving a  subscription  receivable  balance of  $2,763,514  as  reported on the
balance sheet in Shareholders' Deficit.

                                       30
<PAGE>

NOTE 11 - STOCK OPTIONS

In November  2002,  each member of the Board or  Directors  received  options to
purchase  125,000  shares of common stock during their terms as  directors.  The
exercise  price for these  options  is $0.50 per share and they  expire one year
after  the  director  resigns  from his  directorship.  The  Company  recognized
$175,000 expense related to these options.

Under  the terms of their  employment  contracts,  in April  2003,  the  Company
granted  options to two  employees to purchase  100,000  shares of NewTech Brake
common stock at an exercise  price of $0.60 per share.  The options expire three
years after the execution of the employment agreement.  As allowed under APB No.
25 "Accounting for stock option issued to employees",  no  compensation  expense
was recognized from these options.

The Company  accounts for stock options  granted to consultants  under Financial
Accounting  Standards  Board  Statement  No. 123,  "Accounting  for  Stock-Based
Compensation". During 2004 and 2003, no options were granted to consultants.

The fair value of each option is  estimated  present  value on the date of grant
using the Black Scholes option-pricing model with the assumption:

Risk-free interest rate       4%
Expected life (years)         3 - 5
Expected volatility           0.681
Expected dividends            None



A summary of options for the years ended February 29, 2004 and February 28, 2003
is shown below:

                               FEBRUARY 29,            February 28,
                                   2004                    2003
                         -------------------------------------------------
                                       Weighted                Weighted
                                        average                 average
                           Number of   exercise    Number of   exercise
                            shares       price      shares       price
      Outstanding at
        beginning of
        period              625,000     $ 0.50          --    $   --
      Granted               200,000       0.60     625,000      0.50
      Exercised                  --         --          --        --
      Forfeited                  --         --          --        --
     ---------------------------------------------------------------------
       Outstanding at       825,000     $ 0.52     625,000    $ 0.50
        end of period
     ---------------------------------------------------------------------
       Exercisable at
        end of period       825,000                625,000
     =====================================================================

NOTE 12 - CORRECTION OF ERRORS AND RECLASSIFICATIONS

The license agreement with Newtech Group International Inc., our parent company,
was incorrectly  recorded on our balance sheet as of February 28, 2003. The 2003
financial  statements  have been  restated to correct them to record the license
agreement at the parent  companies  historical cost basis in accordance with the
provisions of Securities and Exchange  Commission's  Staff  Accounting  Bulletin
Topic 5(g).  The effect of correcting  this error was to reduce the total assets
by $11,960,000.

In addition,  the Company has  determined  that certain  stock options and stock
grants were  incorrectly  valued in fiscal year ending  February 28,  2003.  The
effect of these  corrections was to increase  professional fees by approximately
$375,000 and to increase interest expense by $12,145.  The net loss increased by
a total of $387,145.

Certain prior year balances  have been  reclassified  to conform to current year
presentation.

                                       31
<PAGE>

NOTE 13 - CURRENCY RATES

For the purpose of conversion from Canadian Dollars to U.S. Dollars,  the end of
the month and twelve month average exchange rates were used,  where  applicable.
The rate, as quoted on the Oanda Website, was $0.7494 Canadian Dollars to 1 U.S.
Dollar at February 29, 2004 and $0.66966 at February 28, 2003.

The average rate for the periods ending  February 29, 2004 and February 28, 2003
was $0.73394 and $0.64179, respectively, Canadian Dollars to $1 U.S. Dollar.


NOTE 14 - SUBSEQUENT EVENTS

On April  12,  2004,  a  consultant  filed a  Complaint  against  Newtech  Brake
Corporation  in the Circuit  Court in Florida.  Newtech  Brake filed a Notice of
Removal,  removing the case to the United States  District Court in the Southern
District of Florida.  In its  Complaint,  Plaintiff  alleges that Newtech  Brake
failed to comply with certain contractual obligations regarding the issuance and
registration of stock. This consultant asserts a cause of action against Newtech
Brake for damages and injunctive  relief.  This consultant  seeks damages in the
amount of  $823,137.00  as well as costs and  attorney's  fees. On June 1, 2004,
Newtech  Brake filed a Motion to Dismiss.  on the grounds that Newtech  Brake is
not a party to the contract and that this  consultant  failed to allege it was a
registered  broker-dealer.  Given  that the  action  is in the  early  stages of
litigation,  we are unable to  predict  the  probability  of a  favorable  or an
unfavorable outcome. The Company intends to vigorously defend this action.

In May 2004,  the  Company  issued  2,740,000  preferred  shares in  payment  of
advances from parent company and acquisition of assets for a total consideration
of $2,740,000.

Since  March 1, 2004,  we  received  an  additional  amount of  $762,949  of the
subscription receivable balance of $2,763,514 related to the 3,000,000 shares of
common stock that had been issued by the Company in June 2003.

                                       32
<PAGE>

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

      There has been a change in  certifying  accountant in order to comply with
the American Stock Exchange (AMEX) listing requirements.

      On March 22, 2004, the Board of Directors has retained the firm of Daszkal
Bolton LLP, certified public accountants, as the Company's principal independent
accountants.  Daszkal  Bolton LLP will audit the Company's  annual  consolidated
financial statements and review the Company's quarterly  consolidated  financial
statements.  In compliance with Securities  Exchange Commission (SEC) a Form 8-K
is being filed to that effect. Mr. Mark Cohen submitted his resignation on March
22, 2004.

ITEM 8A. CONTROLS AND PROCEDURES

      We  carried  out  an  evaluation,  under  the  supervision  and  with  the
participation of our management,  including our Chief Executive Officer,  of the
effectiveness  of our disclosure  controls and  procedures,  as defined in Rules
13a-15(e) and 15d-15(e) of the Securities  Exchange Act of 1934 as of the end of
the period covered by this report. Based on that evaluation, our Chief Executive
Officer has concluded that our disclosure controls and procedures as of February
29, 2004 were effective to ensure that  information  required to be disclosed by
us in reports that we file or submit under the  Securities  Exchange Act of 1934
is  recorded,  processed,  summarized  and  reported  within  the  time  periods
specified in the Securities and Exchange Commission's rules and forms.

      There  have  been  no  material  changes  in our  internal  controls  over
financial  reporting or in other factors that could  materially  affect,  or are
reasonably  likely to affect,  our internal  controls over  financial  reporting
during the year ended February 29, 2004.

                                       33
<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
        COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

      Directors serve for one year terms and until their  successors are elected
and assume  office.  At the close of the fiscal year on February 29,  2004,  the
following constituted the Board of Directors:

      NewTech Brake's interim directors and executive officers are as follows:

           NAME                       AGE       POSITION

           Yvon Rancourt              59        President, Chief Operating
                                                  Officer, Chief Executive
                                                  Officer and Chairman of
                                                  the Board

           Claude Rancourt            56        Director, Secretary

           Gilbert Lasnier            47        Director

           Marc-Antoine Gratton       51        Director

           Louis Lacroix              64        Director

           Francois Houle             51        Director


      The following is a brief  description  of the  background of the directors
and executive officers of NewTech Brake.

YVON RANCOURT

      Mr. Yvon  Rancourt  became  Chairman of the Board of  Directors  and Chief
Operating Officer of NewTech Brake Corp.  effective April 19, 2002. Mr. Rancourt
became President and interim C.E.O. and C.F.O. of NewTech Brake Corp. on October
4, 2002. Mr. Rancourt is the inventor of the NewTech Full Contact Disc Brake and
was  one  of  the  founders  and  principal   patent  filers  at  NewTech  Group
International  Inc. Since the beginning of NewTech Group  International  Inc. in
1991,  Mr.  Rancourt has been serving as Chairman of the Board of Directors  and
Chief Operating Officer of NewTech Group  International  Inc. From 1981 to 1991,
Mr.  Rancourt  served as Director of Production at Compania  Minera Ucalali S.A.
From 1979 to 1981,  Mr.  Rancourt  worked as a  private  consultant  in the wood
finishing  manufacturing  industry.  From 1976 to 1979, Mr.  Rancourt  served as
Chief  Executive  Officer of Dolphin  Brake Inc.  At  Dolphin  Brake  Inc.,  Mr.
Rancourt  was one of the founders  and the  principal  patent filer of the first
concept of full contact disc brakes for heavy  vehicles.  From 1974 to 1976, Mr.
Rancourt  served as Managing  Director at Les  Manufacturiers  de  Precision  de
Beauce Inc., a  manufacturer  of truck  trailer  axles.  From 1973 to 1974,  Mr.
Rancourt  served as  Director  of  Production  for Snow Jet, a  manufacturer  of
snowmobiles.  In 1966,  Mr.  Rancourt  founded Beauce Machine Shop and served as
Managing Director until 1973. Yvon Rancourt is the brother of Claude Rancourt. .


CLAUDE RANCOURT

      Mr. Claude  Rancourt  became a Director and the Secretary of NewTech Brake
effective  April 19, 2002.  Since the formation of NewTech  Group  International
Inc. in 1989, Mr.  Rancourt has been serving as Chief  Executive  Officer and as
Director of Legal Affairs of NewTech Group  International  Inc. Mr. Rancourt was
in  private  practice  as a notary  from  1976 to 2000,  and from  1972 to 1974,
specializing  in the fields of Real Estate and Corporate Law. From 1974 to 1976,
Mr. Rancourt served as a Director at Les  Manufacturiers  de Precision de Beauce
Inc. Mr. Rancourt is one of the founders of NewTech Group International Inc. and
one of the filers of the first patents. He is the brother of Yvon Rancourt.  Mr.
Rancourt received a L.L.L. (1971) and D.D.N. (1972) from Sherbrooke  University,
Quebec.

                                       34
<PAGE>

Gilbert Lasnier

      Mr. Gilbert Lasnier became a Director of NewTech Brake effective April 19,
2002.  Since 1997, Mr. Gilbert  Lasnier has worked for the  International  Civil
Aviation Organization in Montreal,  Quebec, as a GIS analyst. From 1990 to 1997,
Mr.  Lasnier  founded  and became  President  of  Sigrafix  Inc.,  a  geographic
information systems company engaged in implementation of cartographic  software.
From 1988 to 1990, Mr. Lasnier worked for Nepcom Inc., a civil works contractor,
as a senior surveying technician and supervisor.  From 1981 to 1988, Mr. Lasnier
worked for different  companies  (Hydro  Quebec,  Domtar,  Geonumerigraphe,  Luc
Pelletier  &  Associates)  as a  surveying  technician.  From 1976 to 1980,  Mr.
Gilbert Lasnier worked for the government in Geodesic Services as a technician.

MARC-ANTOINE GRATTON

      Mr.  Marc-Antoine  Gratton  became a Director of NewTech  Brake  effective
April 19, 2002.  Since 1987,  Mr. Gratton has been serving as Vice President and
Comptroller of Optron Inc., a Canadian-based  company  specializing in the sales
rentals and  maintenance of Geodetic  Instruments and in lasers for industry and
construction.  From 1974 to 1985,  Mr. Gratton was a logistics  consultant  with
several  large   companies,   including  Bell  Canada   International,   Cartier
Engineering,  BGCheco  International  and J.F.  Pritchard & Sons  International.
During this time from 1974 to 1985,  Mr.  Gratton worked on a number of overseas
projects, including the West-African Panaftel telecommunications implementation,
the  Andekaleka  Hydroelectric  Development  Project in  Madagascar  and a large
telecommunications  project in Zaire.  During this same time period, Mr. Gratton
worked on the Reza Shah Kabir  Hydroelectric  development project in Iran and as
administrator  of the Hassi R'Mel (Algeria)  training center and site of a major
natural  gas  plant.  Mr.  Gratton  has  been a  shareholder  of  NewTech  Group
International Inc. since 1995.

LOUIS LACROIX

      Mr. Louis  Lacroix was appointed to the Board of Directors on November 19,
2002. Mr. Lacroix is Chairman of the Teamsters  Canadian Pension Plan, Member of
the Quebec  Environmental  Foundation and Member of the Council for the Canadian
Unity since 1989. Mr. Louis Lacroix has been involved in the Canadian and Quebec
labor  movement  for more than 30 years.  His  career  as a trade  unionist  has
promoted him to the highest positions in the labor  organization where he worked
most of his  professional  life. In 1989, Mr. Lacroix was elected  President for
the Canadian  Conference of Teamsters  and elected Int'l Vice  President for the
International  Brotherhood  of Teamsters in 1991,  which is the world's  largest
union in the transport  industry.  Mr. Lacroix has been appointed  International
Director and  President  for the Canadian  Conference  of Teamster in 1988.  Mr.
Lacroix  retired in 2000. In addition to his  responsibilities  as President and
International  Director,  Mr. Lacroix is directly involved in various activities
and  organizations of social,  environmental  and  para-professional  nature. In
spite of his numerous  commitments  within the Teamsters  Union, Mr. Lacroix has
been  involved in various  social,  community  and  charitable  activities.  Mr.
Lacroix is the chairman of the Omnium Louis Lacroix,  an annual golf  tournament
which benefits various social and environmental  organizations and was recipient
of the "Histadrut Menorah Award."

FRANCOIS HOULE

      Mr.  Francois  Houle was  appointed to the Board of Directors on April 26,
2004. Mr. Houle is President of Transport  C.C.F.  Houle Inc. created in 1979, a
specialized  transportation  fleet of 700 units  covering  Canada and the United
States.  In 1994, he bought Martel Express a moving  company  operating in North
America.   He  is  also   President  of  Martel   Express   Trois-Rivieres   and
Vice-President  of Martel Express  Montreal and Lamb 2000 Toronto,  divisions of
Martel Express.


RESIGNATION OF DIRECTORS AND OFFICERS

      None

COMPENSATION OF DIRECTORS

      The Board of  Directors  has not  received  compensation  for  acting as a
director.  The Board of Directors received options to purchase 125,000 shares of
common  stock  during their terms as  directors.  The  exercise  price for these
options is $0.50 per share and they expire one year after the  director  resigns
from his directorship.

                                       35
<PAGE>

CODE OF BUSINESS CONDUCT AND ETHICS FOR NEWTECH BRAKE CORP.

      NewTech  Brake Corp.  has adopted a formal code of ethics that  applies to
our principal executive officer and principal  accounting  officer.  Our Code of
Ethics is attached to this filing.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section  16 (a) of the  Securities  Exchange  Act  of  1934  requires  the
Company's officers,  directors and beneficial owners of more than ten percent of
any class of Company's  equity  securities,  to file  reports of  ownership  and
changes in ownership  with the  Securities  and Exchange  Commission.  Officers,
directors  and  beneficial  owners of more than ten percent are  required by SEC
regulation  to furnish the Company  with copies of all Section  16(a) forms they
file.  During the fiscal year ending  February 29, 2004, we are not aware of any
instance where any of the officers,  directors and 10%  stockholders  of NewTech
Brake failed to make any filings.

ITEM 10.  EXECUTIVE COMPENSATION

<TABLE>
                             SUMMARY COMPENSATION TABLE
                              OPTION/SAR GRANTS TABLE

                                                ANNUAL COMPENSATION
                            ------------------------------------------------------------
NAME AND PRINCIPAL                                                          OTHER ANNUAL
POSITION                      YEAR         SALARY            BONUS          COMPENSATION
--------------------------  --------     ----------        ---------        ------------
                                             ($)               ($)              ($)
<S>                           <C>         <C>               <C>               <C>
Yvon Rancourt(1)              2004        $       0         $      0          $     0
Chairman,  President,         2003        $       0         $      0          $     0
Chief Executive Officer &     2002        $       0         $      0          $     0
Chief Financial Officer

Jack Ehrenhaus (2)            2004        $       0         $      0          $     0
Former President              2003        $       0         $      0          $     0
                              2002        $       0         $      0          $     0

Christian Richer (3)          2004        $       0         $      0          $     0
Former Chief Executive        2003        $       0         $      0          $     0
Officer of the former         2002        $       0         $      0          $ 4,000
Corporation

Dr. Ilya Gerol (4)            2004        $       0         $      0          $     0
Chairman and Chief            2003        $       0         $      0          $     0
Executive Officer             2002        $  12,000         $      0          $     0
of the former Corporatoin

<CAPTION>
                                                          LONG-TERM COMPENSATION
                                         ---------------------------------------------------------
                                                     AWARD                     PAYOUTS
                                         ---------------------------  ----------------------------
                                         RESTRICTED
NAME AND PRINCIPAL                         STOCK            OPTIONS/     LTIP         ALL OTHER
POSITION                      YEAR         AWARDS            SAR'S      PAYOUTS      COMPENSATION
--------------------------  --------     ----------        ---------   ---------    --------------
                                            (#)                (#)        ($)            ($)
<S>                           <C>             <C>            <C>        <C>           <C>
Yvon Rancourt(1)              2004                0                0    $     0       $     0
Chairman,  President,         2003                0          125,000    $     0       $     0
Chief Executive Officer &     2002                0                0    $     0       $     0
Chief Financial Officer

Jack Ehrenhaus (2)            2004                0                0    $     0       $     0
Former President              2003                0                0    $     0       $     0
                              2002                0                0    $     0       $     0

Christian Richer (3)          2004                0                0    $     0       $     0
Former Chief Executive        2003                                      $     0       $     0
Officer of the former         2002            5,000            5,000    $     0       $     0
Corporation

Dr. Ilya Gerol (4)            2004                0                0    $     0       $     0
Chairman and Chief            2003                0                0    $     0       $     0
Executive Officer             2002                0                0          0             0
of the former Corporatoin
</TABLE>


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

(1)   Mr. Yvon Rancourt was  appointed  Chairman of NewTech Brake Corp. on April
      19, 2002, he has been Chief Executive  Officer and Chief Financial Officer
      since October 4, 2002.

(2)   Mr.  Ehrenhaus was President of NewTech Brake Corp. from December 31, 2001
      to October 4, 2002.

(3)   Mr.  Richer was  appointed  Chief  Executive  Officer of Internet  VIP the
      former corporation of NewTech Brake Corp. from August 29, 2000 through May
      1, 2001 the date he resigned from his position.

      As per Mr.  Richer  employment  agreement is annual salary was $90,000 per
      year. Due to cash shortage of the former  corporation,  Mr. Richer did not
      receive any portion of his salary.

      Mr.  Richer was  granted  option to purchase  5,000  common  shares  (post
      reverse split) of NewTech Brake Corp. at $1.00 per share for each year his
      employment contract was in effect.

      Mr. Richer's  employment  contract provided for an annual car allowance of
      $4,000.

      Under the terms of his employment  contract,  Mr. Richer was granted 5,000
      shares (post reverse split) of NewTech Brake's common stock.

      Under the terms of his employment contract, Mr. Richer was granted options
      to purchase  5,000 shares  (post  reverse  split) of NewTech  Brake common
      stock at an exercise price of $1.00 per share for each year his employment
      contract was in effect.

(4)   Mr. Gerol was Chief Executive Officer from March 1, 2000 through April 30,
      2002.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

      None

                                       36
<PAGE>

INDIVIDUAL GRANTS

      None

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The  following  table  sets  forth  the  information  as of June 14,  2004
regarding the  beneficial  ownership of the Company's  Common Stock,  $.0001 par
value,  as of the date hereof and after the Offering by (i) each person known by
the  Company  to own  beneficially  more  than  five  percent  of the  Company's
outstanding  shares of Common Stock, (ii) each director and executive officer of
the Company who owns shares and (iii) all directors  and  executive  officers of
the Company as a group. Unless otherwise  indicated,  all shares of Common Stock
are owned by the  individual  named as sole  record  and  beneficial  owner with
exclusive  power to vote and dispose of such shares.  None of the people  listed
below owns any other securities of the Company. There are no arrangements, other
than those  mentioned in the  `Subsequent  Events' section of this document (see
above) which may result in a change in control of the Company.

<TABLE>
<CAPTION>
                                                                                               COMMON
                                                                                                STOCK
                                                                                         BENEFICIALLY
                                                                                                OWNED
                                                                                   ------------------  -------------
NAME/ADDRESS                                                   TITLE OF CLASS                  NUMBER     PERCENT(1)
----------------------------------------------------------     ------------------  ------------------  -------------
<S>                                                            <C>                   <C>                    <C>
Yvon Rancourt                                                  Common stock             661,500(2)(3)           *
779 Industrial Blvd.
Blainville, Quebec J7C 3V3

NewTech Group International Inc.(3)                            Common stock          50,853,810             75.02%
779 Industrial Blvd.
Blainville, Quebec J7C 3V3

Claude Rancourt                                                Common stock             161,500(2)(3)           *
779 Industrial Blvd.
Blainville, Quebec J7C 3V3

Gilbert Lasnier                                                Common stock             161,500(2)              *
779 Industrial Blvd.
Blainville, Quebec J7C 3V3

Marc-Antoine Gratton                                           Common stock             161,500(2)              *
779 Industrial Blvd.
Blainville, Quebec  J7C 3V3

Louis Lacroix                                                  Common stock             214,000(2)              *
779 Industrial Blvd.
Blainville, Quebec  J7C 3V3

Francois Houle                                                 Common stock              15,625(4)              *
779 Industrial Blvd.
Blainville, Quebec  J7C 3V3

All Directors and Officers as a Group(5)                       Common stock          52,229,435             77.05%
779 Industrial Blvd.
Blainville, Quebec J7C 3V3
</TABLE>

--------------------------------------------------------------------------------
*     Represents less than 1%.

(1)   Applicable percentage of ownership is based on 66,959,872 shares of common
      stock   outstanding  as  of  June  14,  2004,   together  with  securities
      exercisable or  convertible  into shares of common stock within 60 days of
      June 14, 2004 for each stockholder.  Beneficial ownership is determined in
      accordance  with the  rules of the SEC and  generally  includes  voting or
      investment  power  with  respect  to  securities.  Shares of common  stock
      subject to securities  exercisable  or  convertible  into shares of common
      stock that are currently exercisable or exercisable within 60 days of June
      14, 2004 are deemed to be  beneficially  owned by the person  holding such
      options for the purpose of computing  the  percentage of ownership of such
      person,  but are not treated as  outstanding  for the purpose of computing
      the percentage ownership of any other person.

                                       37
<PAGE>

(2)   Includes  an  option to  purchase  125,000  shares  of common  stock at an
      exercise price of $0.50 per share and an option to purchase  36,500 shares
      of common stock at an exercise price of $1.10 per share.

(3)   Pursuant  to the Asset  Transfer  and Change of Control  Agreement,  dated
      April 11, 2002, by and between the Company and NewTech Group International
      Inc.,  NewTech Brake issued  59,800,000  shares of NewTech  Brake's common
      stock to NewTech Group International Inc. as payment for product licensing
      and distribution  rights.  Subsequently,  NewTech Group International Inc.
      transferred  8,946,190 shares,  leaving 50,853,810 shares of common stock.
      The two majority  shareholders of NewTech Group International Inc. are Mr.
      Yvon  Rancourt  and  Mr.  Claude  Rancourt.  Together  they  are  majority
      shareholders of NewTech Group  International  Inc. which represents 51.48%
      of the total  outstanding  shares of  NewTech  Group  International  Inc..
      Accordingly,  Mr. Yvon Rancourt and Mr.  Claude  Rancourt are deemed to be
      the beneficial owners of the shares in NewTech Brake held by NewTech Group
      International Inc.

(4)   Includes  an  option to  purchase  15,625  shares  of  common  stock at an
      exercise price of $1.10 per share.

(5)   Consists of 6 individuals

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      In February 2002, NewTech Brake issued 1,500,000 shares of common stock to
the  former  Chairman  of the  Board,  Ilya  Gerol  and  former  Vice-President,
Viatcheslav  Makarov in  settlement  of accrued,  unpaid  wages in the amount of
$45,996 and loans to NewTech  Brake in the amount of $20,000.  Mr. Gerol and Mr.
Makarov each received  750,000 shares of common stock,  which were issued before
the reverse stock split.

      On July 1, 2002,  the Asset  Transfer and Change in Control  Agreement was
completed and NewTech  Brake Corp.  transferred  to NewTech Group  International
Inc.  30,000,000  shares of NewTech  Brake's  common  stock  toward the  partial
payment for product licensing and distribution  rights set out in the agreement.
Under the terms of the  agreement,  NewTech  Brake  purchased  the NewTech Group
International Inc. heavy vehicle brake product licensing and distribution rights
for North America and Europe at a value of $11,960,000 and was required to issue
a total of 59,800,000 shares of its common stock. Additionally, royalties are to
be paid but the amount is yet to be determined.

      On January 21, 2003, NewTech Brake issued the remaining  29,800,000 shares
of common stock to the NewTech Group in connection  with the Asset  Transfer and
Change in Control Agreement.


ITEM 13. EXHIBITS, LISTS AND REPORTS ON FORM 8-K


      (A)   LIST OF EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT NO.  DESCRIPTION                                        LOCATION
-----------  -------------------------------------------------  -------------------------------------
<S>          <C>                                                <C>
3.1          Internet VIP, Inc.'s Certificate of                Incorporated by reference to Exhibit
             Incorporation                                      2.1 in the Registration Statement on
                                                                Form 10-SB 12G/A filed with the SEC
                                                                on August 5, 1999

3.2          Internet VIP, Inc.'s By-laws                       Incorporated by reference to Exhibit
                                                                2.2 in the Registration Statement on
                                                                Form 10-SB 12G/A filed with the SEC
                                                                on August 5, 1999

3.3          NewTech Brake Corp. Certificate of Amendment to    Incorporated by reference to Exhibit
             Certificate of Incorporation                       3.3 in the Registration Statement on
                                                                Form 10-QSB filed with the SEC on
                                                                January 15, 2003

5.1          Opinion   re:  Legality                            Incorporated by reference to Exhibit
                                                                5.1 in the Registration Statement on
                                                                Form SB-2 filed with the SEC on
                                                                January 13, 2004
</TABLE>

                                       38
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO.  DESCRIPTION                                        LOCATION
-----------  -------------------------------------------------  -------------------------------------
<S>          <C>                                                <C>
10.1         Lease Agreement, dated January 28, 1999, by and    Incorporated by reference to Exhibit
             between V.I. Internet Telecommunications Inc.      6.1 in the Registration Statement on
             and V.I. Interservices Inc.                        Form 10-SB 12G/A filed with the SEC
                                                                on August 5, 1999

10.2         Memorandum of Understanding, dated November 25,    Incorporated by reference to Exhibit
             1998, by and between V.I. Internet                 6.2 in the Registration Statement on
             Telecommunications Inc. and The State Directory    Form 10-SB 12G/A filed with the SEC
             "Specialized Technic and Communications" of The    on August 5, 1999
             Ministry of Interior of Russian Federation

10.3         Memorandum of Understanding, dated November 25,    Incorporated by reference to Exhibit
             1998, by and between V.I. Internet                 6.3 in the Registration Statement on
             Telecommunications Inc. and Telecom XXI            Form 10-SB 12G/A filed with the SEC
             Development, LTD                                   on August 5, 1999

10.4         Facilities Management Agreement, dated February    Incorporated by reference to Exhibit
             1, 1999, by and between VIP Internet, Inc. and     6.4 in the Registration Statement on
             3407276 Canada Inc. d/b/a Bridgepoint Enterprises  Amendment No. 2 to Form 10-SB 12G/A
                                                                filed with the SEC on April 7, 2000

10.5         Agreement, dated June 9, 1999, by and between VI   Incorporated by reference to Exhibit
             Internet Telecommunications Inc. and Metrocom      6.5 in the Registration Statement on
                                                                Amendment No. 2 to Form 10-SB 12G/A
                                                                filed with the SEC on April 7, 2000

10.6         Letter Amendment, dated February 10, 2000, to      Incorporated by reference to Exhibit
             Internet VIP, Inc. from Dr. V. Khimitchev, Chief   6.3.1 in the Registration Statement
             of Scientific and Research Institute, "Special     on Amendment No. 3 to Form 10-SB
             Technique and Communications" of the Ministry of   12G/A filed with the SEC on May 26,
             Interior of Russian Federation                     2000

10.7         Employment Agreement, dated April 2000, by and     Incorporated by reference to Exhibit
             between Internet VIP, Inc. and Christian P.        10 in the Quarterly Report on Form
             Richer                                             10-QSB filed with the SEC on
                                                                September 27, 2000

10.8         Agreement and Plan of Merger, dated May 30,        Incorporated by reference to Exhibit
             2001, by and among Internet VIP Inc., Yapalot      99 in the Current Report on Form 8-K
             Acquisition Corp., Yapalot Communications Inc.,    filed with the SEC on July 5, 2001
             and Yapalot Communications Holdings Inc.

10.9         Consulting Agreement, dated July 5, 2001, by and   Incorporated by reference to Exhibit
             between Internet VIP, Inc. and Mayer Amsel         4.1 in the Registration Statement on
                                                                Form S-8 filed with the SEC on July
                                                                11, 2001

10.10        Consulting Agreement, dated June 15, 2001, by      Incorporated by reference to Exhibit
             and among Internet VIP, Inc., Michael Tuszynski    4.1 in the Registration Statement on
             and John Delisa                                    Form S-8 filed with the SEC on July
                                                                30, 2001

10.11        Consulting Agreement, dated March 19, 2002, by     Incorporated by reference to Exhibit
             and among Internet VIP, Inc., Thom Skinner and     10.1 in the Registration Statement
             Norbert Tauchner                                   on Form S-8 filed with the SEC on
                                                                May 29, 2002
</TABLE>

                                       39
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO.  DESCRIPTION                                        LOCATION
-----------  -------------------------------------------------  -------------------------------------
<S>          <C>                                                <C>
10.12        Asset Transfer and Change in Control Agreement,    Incorporated by reference to Exhibit
             dated April 11, 2002, by and between Internet      10.12 in the Quarterly Report on
             VIP, Inc. and NewTech Group International, Inc.    Form 10-QSB filed with SEC on
                                                                October 21, 2002

10.13        Equity Line of Credit Agreement, dated October     Incorporated by reference to Exhibit
             4, 2002, by and between NewTech Brake Corp. and    10.13 in the Quarterly Report on
             Cornell Capital Partners, LLP                      Form 10-QSB filed with SEC on
                                                                October 21, 2002

10.14        Registration Rights Agreement, dated October 4,    Incorporated by reference to Exhibit
             2002, by and between NewTech Brake Corp. and       10.14 in the Quarterly Report on
             Cornell Capital Partners, LP                       Form 10-QSB filed with SEC on
                                                                October 21, 2002

10.15        Escrow Agreement, dated October 4, 2002, by and    Incorporated by reference to Exhibit
             among NewTech Brake Corp., Cornell Capital         10.15 in the Quarterly Report on
             Partners, LP, Wachovia Bank, NA and Butler         Form 10-QSB filed with SEC on
             Gonzalez LLP                                       October 21, 2002

10.16        Placement Agent Agreement, dated October 4,        Incorporated by reference to Exhibit
             2002, by and between NewTech Brake Corp. and       10.16 in the Quarterly Report on
             Westrock Advisors, Inc.                            Form 10-QSB filed with SEC on
                                                                October 21, 2002

10.17        Equity Line of Credit Agreement, dated April 1,    Incorporated by reference to Exhibit
             2003, by and between NewTech Brake Corp. and       10.17 in the Quarterly Report on
             Cornell Capital Partners, LP                       Form 10-QSB filed with SEC on
                                                                October 6, 2003

10.18        Equity Line of Credit Agreement, dated January     Incorporated by reference to Exhibit
             6, 2004, by and between NewTech Brake Corp. and    10.18 in the Registration Statement
             Cornell Capital Partners, LP                       on Form SB-2 filed with SEC on
                                                                January 13, 2004

10.19        Registration Rights Agreement, dated January 6,    Incorporated by reference to Exhibit
             2004, by and between NewTech Brake Corp. and       10.19 in the Registration Statement
             Cornell Capital Partners, LP                       on Form SB-2 filed with SEC on
                                                                January 13, 2004

10.20        Escrow Agreement, dated January 6, 2004, by and    Incorporated by reference to Exhibit
             among NewTech Brake Corp., Cornell Capital         10.20 in the Registration Statement
             Partners, LP, Wachovia Bank, NA and Butler         on Form SB-2 filed with SEC on
             Gonzalez LLP                                       January 13, 2004

10.21        Placement Agent Agreement, dated January 6,        Incorporated by reference to Exhibit
             2004, by and between NewTech Brake Corp. and       10.21 in the Registration Statement
             Westrock Advisors, Inc.                            on Form SB-2 filed with SEC on
                                                                January 13, 2004

16.1         Letter, dated October 16, 2000, from Arthur        Incorporated by reference to Exhibit
             Andersen LLP to the SEC                            16.1 in the Current Report on Form
                                                                8K filed with SEC on October 23, 2000

31.1         Certification Pursuant to Section 302              Provided herewith

31.2         Certification Pursuant to Section 302              Provided herewith

32           Certification Pursuant to 18 U.S.C. Section 1350   Provided herewith

99.1         Code of business conduct and ethics for NewTech    Provided herewith
             Brake Corp.
</TABLE>

                                       40
<PAGE>

      (B)   REPORTS ON FORM 8-K.

      No reports  were filed  during the last  quarter of the period  covered by
this report.


ITEM 14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES

FEES BILLED BY MARK COHEN DURING FISCAL YEARS 2004 AND 2003

      During the fiscal  years ended  February  29, 2004 and  February 28, 2003,
Mark Cohen  provided  various audit and audit related  services to NewTech Brake
Corp. The fees associated with those services are as follows:

                                                    February 29,  February 28,
                                                        2004          2003
                                                    ------------  ------------
Audit fees (1)                                         $ 3,500       $ 3,500
--------------------------------------------------------------------------------
                                                       $ 3,500       $ 3,500
================================================================================


(1) Audit  fees  include  the  financial  statement  audit  (including  required
quarterly  reviews)  and  other  procedures  required  to be  performed  by  the
independent auditors to be able to form an opinion on our consolidated financial
statements.


DETERMINATION OF INDEPENDENCE

      Our Board of Directors has determined that the fees received by Mark Cohen
for   professional   services  are  compatible  with  maintaining  Mark  Cohen's
independence.

APPROVAL OF NON-AUDIT SERVICES

      We currently engage Daszkal Bolton,  LLP as our independent  auditors.  In
addition to the audit  services they provide with respect to our annual  audited
consolidated  financial  statements included in our Annual Report on Form 10-KSB
and certain other filings with the SEC, Daszkal Bolton, LLP may provide to us in
the future certain non-audit related services, such as review of SEC filings and
United States GAAP advice. Effective as of July 20, 2002, the Sarbanes Oxley Act
of  2002  requires  that  all  non-auditing  services,  other  than  in  certain
circumstances  provided  therein,  provided  to an issuer by the  auditor of the
issuer be pre-approved by the audit  committee of the issuer.  Accordingly,  our
Audit  Committee will be required to pre-approve any such services prior to such
an engagement.

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<PAGE>

                                   SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant  caused this  registration  Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.



Date: June 14, 2004                         By:  /s/ Yvon Rancourt
                                                 -------------------------------
                                                 Yvon Rancourt
                                                 President,
                                                 Chief Operating Officer and
                                                 Acting  Chief Executive Officer
                                                 Acting Chief Financial Officer
                                                 Principal Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.


/s/ Yvon Rancourt                          Date: June 14, 2004
----------------------
Yvon Rancourt


/s/ Claude Rancourt                        Date: June 14, 2004
----------------------
Claude Rancourt


/s/ Marc-Antoine Gratton                   Date: June 14, 2004
----------------------
Marc-Antoine Gratton


                                           Date: June 14, 2004
----------------------
Gilbert Lasnier


/s/ Louis Lacroix                          Date: June 14, 2004
----------------------
Louis Lacroix


/s/ Francois Houle                         Date: June 14, 2004
----------------------
Francois Houle

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