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 28, 2005

    [ ] 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-KSB
or any amendment to this Form 10-KSB. [ ]

      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 ($31,281,268 on April 28,
2005).

      As of June 3, 2005, the Registrant had 66,971,872 shares of its common
stock outstanding and 2,740,000 shares of its preferred stock outstanding.

<PAGE>

                              INDEX TO FORM 10-KSB
                   FOR THE FISCAL YEAR ENDED FEBRUARY 28, 2005

PART I                                                                         1

ITEM 1.  DESCRIPTION OF BUSINESS                                               1

ITEM 2.  DESCRIPTION OF PROPERTY                                               9

ITEM 3.  LEGAL PROCEEDINGS                                                     9

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                  10


PART II                                                                       11

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS             11

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION          12

ITEM 7.  FINANCIAL STATEMENTS                                                 14

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE                                             30

ITEM 8A. CONTROLS AND PROCEDURES                                              30


PART III                                                                      31

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT                    31

ITEM 10. EXECUTIVE COMPENSATION                                               33

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT       34

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                       35

ITEM 13. EXHIBITS, LISTS AND REPORTS ON FORM 8-K                              35

ITEM 14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES                              37

SIGNATURES                                                                    38

EXHIBITS                                                                      39

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                                     PART 1

ITEM 1.  DESCRIPTION OF BUSINESS

Business development

      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. 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 issued to NewTech Group International Inc.
59,800,000 shares of common stock in payment of the license to market its
NewTech's "Full Contact"(R) disc brake for the heavy-duty vehicle for Europe and
North America. On May 5, 2003, NewTech Group International Inc., transferred a
license NewTech Brake Corp. to market its NewTech's "Full Contact"(R) disc brake
for the heavy-duty vehicle for the rest of the world market. By this transaction
the Company acquired the rights to commercialize and manufacture the NewTech
"Full Contact"(R) disc brake for the global heavy-duty vehicle market. NewTech
Group International Inc. controls approximately 73% of the outstanding common
shares of the Company on a fully diluted basis. The Company intends to commence
operations regarding the commercialization and distribution of NewTech's heavy
vehicle brake product in North America. That is the sole business of the
Company.

      Under the name of NewTech Brake Corp., the business will be to identify,
develop and exploit, under licenses bought from NewTech Group International
Inc., opportunities to provide a new generation of safer, more efficient and
cost-effective full contact disc brakes and related components to the North
American and European heavy vehicle market.

Forward-Looking Statements

      This filing contains forward-looking statements, including statements
regarding, among other things, (a) the growth strategies of 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 the Company is to identify, develop and exploit, under
licenses bought from NewTech Group International Inc., opportunities to provide
a new generation of safer, more efficient and cost-effective "Full Contact"(R)
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 a
motor vehicle. Nevertheless, there has been no significant innovation in the
brake industry for over fifty years and we believe that 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 the Company's marketing strategy is that the customer selects
the brakes to be installed when purchasing his new bus or truck.

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<PAGE>

      Competitive factors are: durability and reliability, price, ease of
installation, low maintenance requirements and light weight combined with high
strength.

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. 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 brake 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.

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 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 dissipate heat better;

      o     Long stroke air chambers, which maintain pressure better.

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


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<PAGE>

      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 Brake 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.

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"(R) disc brake is a 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"(R) 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.

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.


                                       3
<PAGE>

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

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.

      The pre-production prototypes, for 22.5 inch wheels model, are expected to
be tested and validated by July 2005, and production samples are projected by
the end of summer 2005. We intend that our model for 24.5 inch wheels will
follow and reach the market by mid-2006.

Intellectual Property

      The Company, through licences sold by NewTech Group, 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 Group has adopted a proactive approach to identifying and
protecting key patentable concepts and components. The objective of NewTech
Group's patent strategy is to obtain an exclusive and preferential position in
product features; performance and cost compared to its competitors, while
assuring the Company, through its licences, 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. The Company considers that the
licences on those patents have 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

      The Company's target is to supply 2.25% of the North American market for
heavy vehicle brakes by 2010. To achieve this goal, the Company intends to
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").


                                       4
<PAGE>

      The Company believes 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.

      The Company's core strategy for attacking the aftermarket is therefore to:

      1.    Identify high-profile niches, where the NewTech brakes' improved
            performance and/or an economies 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.

      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, the Company intends
to approach the large long-haul fleets, where durability and operator safety are
a major concern.

      The second part of the Company's strategy is to secure agreements with one
or more heavy vehicle manufacturers to offer the NewTech brake as standard or
optional equipment on new vehicles.

Product Manufacturing And Distribution Strategy

      The Company bases its products on the intellectual property, registered
patents and patents pending controlled by NewTech Group International Inc. and
has exclusive licenses for the global heavy-duty vehicle market. In order to
protect the integrity of its technology and to optimize its economic impact, the
Company intends to keep responsibility for the manufacturing of certain key
components.

      The Company's approach is to invest in specialized equipment to establish
production process and keep the absolute control on the quality of all brake
components. We believe this will make it possible to determine the process cost
of each brake part, ensuring lowest production costs as possible. Newtech Brake
does not intend to set-up many plants but will gradually transfer to suppliers,
which present a high potential to produce excellent quality components, while
keeping absolute control over parts production to ensure high quality and
control over production costs. The Company will examine the creation of
strategic alliances and joint ventures with these suppliers.

      In order to achieve this goal, the Company has created a wholly owned
subsidiary, Newtech Brake Mfg. (Suzhou) Co., Ltd., that operates in China. This
subsidiary has obtained its business license on June 4, 2003, from the Chinese
authorities to implement and start production of its brake assembly plant in
Suzhou.

      The Company believes that the best way to distribute our "Full Contact"(R)
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.


                                       5
<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 28, 2005 and
February 29, 2004, we had a net loss of $2,387,807 and $859,453 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 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 28, 2005
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 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 private placements
and funds provided by NewTech Group. We will need to raise additional capital to
fund our anticipated operating expenses and future expansion. 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.

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. If we
fail to secure sufficient funding, we may be forced to curtail or cease our
business 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 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.

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      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 of 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.

The Price of Our Stock May Be Affected By A Limited Trading Volume And May
Fluctuate Significantly

      There is 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 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, we could be forced to curtail or cease our business
operations.

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.

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<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 "Full Contact"(R)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
            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.

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 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.

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.

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<PAGE>

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

      The Company leases its production facilities in China under long-term
operating lease agreement. Rent expense for all operating leases was $83,631 for
the year ended February 28, 2005. NewTech Brake Mfg. (Suzhou) Co., Ltd's address
is Block B factory building, 58 Tongyun Road Suzhou Industrial Park, Suzhou, Zip
215021.

      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 July 2005, when the first brakes should be produced.

      In order to increase production capacity, the Company intends to build a
factory. Construction is expected to start in December 2005 to be completed
around August 2006. The new factory should be ready for production in September
2006.

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. would provide
the Company with financial and business public relation consulting services in
consideration for $6,000 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 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. Since no legal actions have been
taken by Mr. Jack Ehrenhaus to interrupt prescription during the last three
years, the statute of limitation under Quebec Law has expired.

      On September 29, 2002, a company filed a complaint against the 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. 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 $203,176. The Company has filed a response, denying the
allegations in the plaintiff's complaint and asserting various defenses. On July
22, 2004, the parties entered into an agreement to settle this action for a sum
of $44,000, which sum was fully paid on October 11, 2004.

                                       9
<PAGE>

      On August 21, 2003, the Company entered into an agreement with a
consultant concerning business advisory services in regard to internal
operations, corporate finance and other matters. As per the agreement, the
Company shall pay the consultant 150,000 shares of NewTech Brake Corp. common
stock. Management believes that since no services were provided by the
consultant, the contract agreement is not in force; therefore no provision has
been made in the financial statements.

      On April 12, 2004, a consultant filed a Complaint against the Company in
the Circuit Court in Florida. The Company 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 the Company failed to comply
with certain contractual obligations regarding the issuance and registration of
stock. This consultant asserted a cause of action against the Company for
damages and injunctive relief. This consultant sought damages in the amount of
$823,137 as well as costs and attorney's fees. On June 1, 2004, the Company
filed a Motion to Dismiss on the grounds that the Company is not a party to the
contract and that this consultant failed to allege it was a registered
broker-dealer. On August 23, 2004, the Motion to Dismiss was denied. On March
22, 2005, the parties entered into an agreement to settle this action for a sum
of $50,000, which sum has to be paid within the next 90 days after the date of
the agreement, plus 750,000 restricted shares of the Company's common stock
owned by NewTech Group International Inc. Since the contractual obligations were
between NewTech Group International Inc. and the plaintiff, this settlement will
be accounted for in the NewTech Group financial statements.

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

      None.

                                       10
<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 Over-the-Counter
Bulletin Board under the ticker symbol "NWTB".

      As of May 26, 2005, the Company had 66,971,872 shares of its common stock
outstanding.

      Of the 66,971,872 shares of common stock outstanding, 60,374,849 shares
are currently subject to the resale restrictions and limitations of Rule 144.

      Trading Statistics

      The Company's trading history for the two fiscal years ended February 28,
2005 was as follows:

            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

            2005                               HIGH         LOW
            First Quarter                     $1.550       $0.750
            Second Quarter                    $1.150       $0.710
            Third Quarter                     $1.010       $0.550
            Fourth Quarter                    $0.900       $0.580

(b)   Holders

      On May 26, 2005, there were 555 holders of the Company's common stock.

(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.

Sales Of Unregistered Securities

      On January 14, 2005, we issued 12,000 shares of our common stock, for the
price of $0.84 per share, to an employee in payment of salaries in accordance
with the terms of his employment contract.

      On May 31, 2004, the Company issued 2,740,000 shares of our preferred
stock, for the price of $1.00 per share, to NewTech Group International Inc. in
payment of advances ($671,419), the acquisition of machinery and equipment
($868,581) and industrial drawings ($1,200,000) for a total consideration of
$2,740,000.


                                       11
<PAGE>

      On June 13, 2003, we issued 1,500,000 shares of our common stock, for the
price of $1.00 per share, for a total subscription of $1,500,000 and 1,500,000
shares of our common stock, for the price of $1.00 per share, 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, for the price of $0.60 per share, 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, for the
price of $0.20 per share, 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, for the price of
$0.47 per share, 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, for the price
of $0.50 per share, 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, for the price of
$0.50 per share, in settlement of liabilities of $8,250.

      In July 2002, we issued 281,750 shares of common stock, for the price of
$0.45 per share, in settlement of liabilities of $126,788.

      In the second quarter of 2002, we issued 30,000,000 shares of common
stock, for the price of $0.20 per share, 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, for the price of $0.06 per share, in settlement of consulting
services in the amount of $240,000. These shares were issued before the reverse
stock split.

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 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

      During the year ended February 28, 2005, we incurred an operating loss of
$2,387,807 as compared to an operating loss of $859,453 for the year ended
February 28, 2004. The increase is primarily due to higher operating expenses,
which include, for the current year, industrial drawings bought from NewTech
Group International Inc. for a total amount of $1,200,000. During the years
ended February 28, 2005 and February 29, 2004, the Company generated no revenue
from sales of products and services. As reflected in our February 28, 2005
balance sheet, the Company had a working capital deficit of $16,870. The
Company's operations are not generating sufficient cash to maintain its present
operations.

                                       12
<PAGE>

      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 from the date of effectiveness of the registration
statement filed in connection with the Equity Line of Credit 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. Since another source
of financing has been offered to the Company, this source of financing may not
be used by the Company.

      On March 29, 2005, the Company entered into a commitment letter with a
potential investor. Pursuant to the Commitment Letter and upon the consummation
of a definitive agreement, the Company will issue 40 Class A Units and 48 Class
B Units to the investor in the principal amount equal to $22,000,000. Each Class
A Unit is comprised of 1 debenture (the "Class A Debenture(s)"), having a face
value of $250,000, convertible into common stock of the Company, for a total
amount of $10,000,000. Each Class B Unit is composed of 1 debenture (the "Class
B Debenture"), having a face value of $250,000, convertible into common stock of
the Company, for a total amount of $12,000,000. Each Class A Debenture and each
Class B Debenture entitles its holder to a fixed return on investment of $75,000
and $62,500, respectively, for a year for a five-year period. At the option of
the investor, the Class A Debentures and the Class B Debentures may be
converted, each year, for a maximum of 20% of the face value, per year, into
common stock of the Company, at a price of $1.00 per share. The investor shall
have no specific guarantee on the assets of the Company. However, upon the
consummation of a definitive agreement, the Company shall agree to grant, by way
of trust deed, a floating charge on the assets of the Company and the movable
hypothec on the license granted by Newtech Group International Inc. for the sale
and production of heavy duty truck brakes.

      On May 27, 2005, the loan agreement related to the Class A Debenture for
the sum of $10,000,000 and to the $3,000,000 subscription of 3,947,368
restricted common shares of NewTech Brake Corp., at a purchase price of $0.76
per share, was signed. The subscription bears an option to buy 1,973,684
restricted common shares of the Company's common stock over a period of five
years, at a price of $0.76 for the first year and then the price shall be
increased by 10% per year non-cumulative for each remaining year.

      Management of the Company believes that this Commitment Letter and the
closing of the Class A Debenture and the subscription with the investor will
permit the Company to meet its short-term and long-term obligations of $654,092
as at February 28, 2005, and finance future operations. In addition, during the
course of the coming year, the Company intends to use the funds for the start-up
of the operations in China, purchase of equipment, the commercialization of its
product and to improve its working capital.

      The plan of operations of the Company for the next twelve months includes
an expected purchase of equipment of approximately 8 million of dollars and a
significant increase in the number of employees.

Going Concern

      The report of our independent accountants on our February 28, 2005
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 operating losses 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.

                                       13
<PAGE>

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.

                                       14
<PAGE>

[LOGO] Daszkal Bolton LLP
----------------------------
CERTIFIED PUBLIC ACCOUNTANTS

                                               Michael I. Daszkal, C.P.A., P.A.
                                               Jeffrey A. Bolton, C.P.A., P.A.
                                               Timothy R. Devlin, C.P.A., P.A.
                                               Michael S. Kridel, C.P.A., P.A.
                                               Marjorie A. Horwin, C.P.A., P.A.
                                               Patrick D. Heyn, C.P.A., P.A.
                                               Gary R. McConnell, C.P.A., P.A.
                                               --------------------------------
                                               Colleen DeWoody Bracci, C.P.A.
                                               Arthur J. Hurley, C.P.A.

             Report of Independent Registered Public Accounting Firm
             -------------------------------------------------------

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

We have audited the accompanying balance sheets of NewTech Brake Corp. (a
Development Stage Company) as of February 28, 2005 and February 29, 2004, and
the related statements of operations, changes in stockholders' equity (deficit)
and cash flows for the years then ended and for the period from July 1, 2002
(inception) through February 28, 2005. 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. The Company has determined that it
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements 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 28, 2005 and February 29, 2004, and the results of their operations and
their 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 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
April 22, 2005

             2401 NW Boca Raton Boulevard Boca Raton, FL 33431-6632
                        t: 561.367.1040 f: 561.750.3236
        2401 PGA Boulevard, Suite 196 Palm Beach Gardens, FL 33410-3500
                        t: 561.622.8920 f: 561.624.1151

PCAOB Registered  www.daszkalbolton.com  [GRAPHIC] Affiliated Offices Worldwide

                                       15
<PAGE>

NEWTECH BRAKE CORP.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                              February 28,    February 29,
                                                                                  2005            2004
                                                                              ------------    ------------
                                  Assets
Current assets
<S>                                                                           <C>             <C>
  Cash and cash equivalents                                                   $     33,008    $     99,090
  Other receivables                                                                 12,768           9,114
  Inventory                                                                         44,943              --
  Deposits                                                                          16,073          28,614
  Short term advances (related party)                                              530,430              --
----------------------------------------------------------------------------------------------------------

    Total current assets                                                           637,222         136,818

Fixed assets, net                                                                1,468,084         199,618
----------------------------------------------------------------------------------------------------------

    Total assets                                                              $  2,105,306    $    336,436
==========================================================================================================

              Liabilities and Shareholders' Equity (Deficit)

Current liabilities
  Accounts payable and accrued liabilities                                    $    474,309    $    420,321
  Short term borrowings                                                                 --          20,000
   Short term borrowings (related party)                                                --         928,775
  Current portion of long term debt                                                179,783         148,941
----------------------------------------------------------------------------------------------------------

    Total current liabilities                                                      654,092       1,518,037

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

    Total liabilities                                                              654,092       1,593,916
----------------------------------------------------------------------------------------------------------

Commitments and contingencies

Shareholders' Equity (Deficit)
  Preferred stock; $.0001 par value; 10,000,000 shares authorized; issued
    and outstanding - 2,740,000 and none respectively                                  274              --
  Common Stock, $.0001 par value; 200,000,000 shares authorized; issued
    and outstanding - 66,971,872 and 66,959,872 respectively                         6,703           6,693
  Paid in Capital                                                               11,227,992       8,345,193
  Other comprehensive loss                                                        (117,414)        (77,513)
  Subscriptions receivable                                                        (510,195)     (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       (3,436,980)     (1,049,173)
----------------------------------------------------------------------------------------------------------

    Total shareholder's equity (deficit)                                         1,451,214      (1,257,480)
----------------------------------------------------------------------------------------------------------

    Total liabilities and shareholder's equity (deficit)                      $  2,105,306    $    336,436
==========================================================================================================
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       16
<PAGE>

NEWTECH BRAKE CORP.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                          Cumulative Amounts
                                                          from July 1, 2002
                                                            (Inception) to
                                                             February 28,    February 28,    February 29,
                                                                 2005            2005            2004
                                                             ------------    ------------    ------------
<S>                                                          <C>             <C>             <C>
Revenues                                                     $         --    $         --    $         --

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

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

Operating expenses:
  Industrial drawings costs                                     1,200,000       1,200,000              --
  Marketing                                                       120,869          24,561          96,308
  Salaries and payroll related                                    909,070         610,724         281,519
  Professional fees                                               634,950         206,645         160,170
  Consulting services                                             109,159              --         109,159
  Travel                                                          142,985          61,492          47,730
  Selling, general and administrative expenses                    460,370         237,536         140,474
---------------------------------------------------------------------------------------------------------

    Total operating expenses                                    3,577,403       2,340,958         835,360
---------------------------------------------------------------------------------------------------------

Loss before other income (expense)                             (3,577,403)     (2,340,958)       (835,360)
---------------------------------------------------------------------------------------------------------

Other income (expense):
  Gain on write-off of liabilities                                257,839              --              --
  Interest expense                                               (107,979)        (46,849)        (24,093)
  Foreign exchange loss                                            (9,437)             --              --
---------------------------------------------------------------------------------------------------------

   Total other income (expense)                                   140,423         (46,849)        (24,093)
---------------------------------------------------------------------------------------------------------

Net Loss                                                     $ (3,436,980)   $ (2,387,807)   $   (859,453)
=========================================================================================================

Basic weighted average common shares outstanding                               66,961,417      66,093,169
=========================================================================================================

Basic and diluted Loss per common share                                      $      (0.04)   $      (0.01)
=========================================================================================================
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       17
<PAGE>

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

<TABLE>
<CAPTION>
                                                               Common Stock         Preferred Stock
                                                               ------------         ---------------s         Paid-in
                                                          Shares        Amount     Shares      Amount       Capital
                                                        -------------------------------------------------------------
<S>                                                     <C>             <C>       <C>           <C>       <C>
Balance, June 30, 2002                                   2,492,145        $246           --     $  --     $ 4,339,078

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-- period from July 1, 2002 to February
28, 2003
                                                        ----------      ------    ---------     -----     -----------

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

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

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

Balance, February 29, 2004                              66,959,872      $6,693           --     $  --     $ 8,345,193

Issuance of common stock in payment of salary               12,000          10                                 10,070

Issuance of preferred stock for conversion of
debt
  and acquisition of assets                                                       2,740,000       274       2,739,726

Receipt of subscriptions receivable

Gain on write-off of liabilities                                                                              133,003

Foreign currency translation adjustment

Net loss year ended February 28, 2005
                                                        ----------      ------    ---------     -----     -----------

Balance, February 28, 2005                              66,971,872      $6,703    2,740,000     $ 274     $11,227,992
                                                        ==========      ======    =========     =====     ===========

<CAPTION>
                                                                                                      Accumulated
                                                                                                          other          Total
                                                      Subscriptions      Deferred     Accumulated     Comprehensive  Stockholders'
                                                        Receivable    Offering Costs    Deficit       Income/(loss)     Equity
                                                       --------------------------------------------------------------------------
<S>           <C> <C>                                  <C>               <C>          <C>               <C>           <C>
Balance, June 30, 2002                                 $        --       $      --    $(5,124,642)      $  12,600     $  (772,718)

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-- period from July 1, 2002 to February
28, 2003                                                                                 (189,720)                       (189,720)
                                                       -----------       ---------    -----------       ---------     -----------

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

Issuance of common stock for conversion of debt
    (April 7, 2003-- Rothschild Group Inc.)                                                                               108,000
Issuance of common stock in a private placement         (1,500,000)                                                            --
Issuance of common stock in a private                   (1,263,514)                                                       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                             $(2,763,514)      $(594,524)   $(6,173,815)      $ (77,513)    $(1,257,480)

Issuance of common stock in payment of salary                                                                              10,080

Issuance of preferred stock for conversion of
debt
  and acquisition of assets                                                                                             2,740,000

Receipt of subscriptions receivable                      2,253,319                                                      2,253,319

Gain on write-off of liabilities                                                                                          133,003

Foreign currency translation adjustment                                                                   (39,901)        (39,901)

Net loss year ended February 28, 2005                                                  (2,387,807)                     (2,387,807)
                                                       -----------       ---------    -----------       ---------     -----------

Balance, February 28, 2005                             $  (510,195)      $(594,524)   $(8,561,622)      $(117,414)    $ 1,451,214
                                                       ===========       =========    ===========       =========     ===========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       18
<PAGE>

NEWTECH BRAKE CORP.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                             Cumulative Amounts
                                                                              from July 1, 2002
                                                                               (Inception) to     February 28,    February 29,
                                                                              February 28, 2005      2005            2004
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                              <C>             <C>             <C>
   Net Loss                                                                      $ (3,436,980)   $ (2,387,807)   $   (859,453)
   Adjustments to reconcile net loss to net cash used in operating activities:
     Stock based compensation                                                         175,000              --              --
     Stock issued for interest payments                                                12,145              --              --
     Stock issued in payment of industrial drawing costs                            1,200,000       1,200,000              --
     Stock issued in payment of salary                                                 10,080          10,080              --
     Depreciation                                                                      68,181           5,619             192
     Gain on write-off of liabilities                                                (257,839)             --              --
   Changes in Operating assets and liabilities:
     Other receivables                                                                 (4,749)         (3,654)        (35,904)
     Inventory                                                                        (44,943)        (44,943)             --
     Deposits                                                                         (16,073)         12,541              --
     Accounts payable and other liabilities                                           488,394         166,991         115,993
-----------------------------------------------------------------------------------------------------------------------------

       Net cash used in operating activities                                       (1,806,784)     (1,041,173)       (779,172)
-----------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                                (602,724)       (405,504)       (197,220)
-----------------------------------------------------------------------------------------------------------------------------

       Net cash used in investing activities                                         (602,724)       (405,504)       (197,220)
-----------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Repayment of long term debt                                                        (45,037)        (45,037)             --
   Proceeds from:
     Issuance of common stock, net                                                  2,489,805       2,253,319         236,486

     Short term borrowings (repayment) (related party)                                 49,074        (787,786)        836,860
-----------------------------------------------------------------------------------------------------------------------------

       Net cash provided by financing activities                                    2,493,842       1,420,496       1,073,346
-----------------------------------------------------------------------------------------------------------------------------

   Effect of exchange rate changes on cash                                            (51,326)        (39,901)        (14,824)
   Net increase (decrease) in cash                                                     33,008         (66,082)         82,130
   Cash, beginning of period                                                               --          99,090          16,960
-----------------------------------------------------------------------------------------------------------------------------
   Cash, end of period                                                           $     33,008    $     33,008    $     99,090
=============================================================================================================================

  Interest paid                                                                  $     35,289    $     16,554    $     18,735
  Income taxes paid                                                              $         --    $         --    $         --

    Supplemental Schedule of noncash investing and financing activities:
    Common stock issued for repayment of accounts payable                        $     55,721    $         --    $         --
    Common shares issued for repayment of short term borrowings                  $     67,172    $         --    $         --
    Common shares issued in payment of deferred offering costs                   $    594,524    $         --    $         --
    Common stock issued for repayment of short term borrowings
      (related party)                                                            $    108,000    $         --    $    108,000
    Preferred stock issued for repayment of short term borrowings
      (related party)                                                            $    671,419    $    671,419    $         --
    Preferred stock issued for acquisition of machinery and equipment            $    868,581    $    868,581    $         --
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       19
<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"(R) 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 bought from NewTech Group International
Inc., opportunities to provide a new generation of safer, more efficient and
cost-effective "Full Contact"(R) 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 28, 2005 and February 29, 2004 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
28.

Research and Development Costs:

Research and development expenditures comprised of costs incurred in performing
research and development activities including wages and associated employee
benefits, facilities and overhead 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, inventory, deposits, short term advances, 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.

                                       20
<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 28, 2005 and
February 29, 2004 the Company had no cash equivalents.

Inventory valuations:

Inventories are valued at the lower cost or market and consist of raw material.

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
             Computers and software                        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 recognize 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.

                                       21
<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 and others 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 28, 2005 and February 29,
2004, the Company's net income and loss per share would have been increased to
the proforma amounts indicated below:

                                            February 28,     February 29,
                                                2005             2004
      Net loss
         As reported                        $ (2,387,807)    $   (859,453)
                                            ============     ============
         Pro forma                          $ (2,873,387)    $   (903,453)
                                            ============     ============

      Loss per share
         As reported                        $      (0.04)    $      (0.01)
                                            ============     ============
         Pro forma                          $      (0.04)    $      (0.01)
                                            ============     ============

Recent pronouncements:

In November 2004, the FASB issued SFAS 151, Inventory Costs - an amendment of
ARB No. 43, Chapter 4. The Statements amends the guidance of ARB No. 43, Chapter
4, Inventory Pricing, by clarifying that abnormal amounts of idle facility
expense, freight, handling costs, and wasted materials (spoilage) should be
recognized as current-period charges and by requiring the allocation of fixed
production overheads to inventory based on the normal capacity of the production
facilities. The Statement is effective for us beginning in fiscal 2006.

In March 2004, the Emerging Issues Task Force ("EITF") reached a consensus on
Issue No. 03-01, "The Meaning of Other-Than-Temporary Impairment and Its
Application to Certain Investments." EITF 03-01 provides guidance on
other-than-temporary impairment models for marketable debt and equity securities
accounted for under SFAS No. 115, "Accounting for Certain Investments in Debt
and Equity Securities," and SFAS No. 124, "Accounting for Certain Investments
Held by Not-for-Profit Organizations," and non-marketable equity securities
accounted for under the cost method. The EITF developed a basic three-step model
to evaluate whether an investment is other-than-temporarily impaired. In
September 2004, the FASB issued FASB Staff Position EITF 03-01-1, which delays
the effective date until additional guidance is issued for the application of
the recognition and measurement provisions of EITF 03-01 to investments in
securities that are impaired; however, the disclosure requirements are effective
for annual periods, ending after June 15, 2004. The adoption of the disclosure
provisions of EITF 03-01 did not have a material effect on NewTech Brake Corp.'s
results of operations or financial condition.

In December 2004, the FASB issued SFAS No. 123R "Share-Based Payment" ("SFAS
123R"), a revision to SFAS No. 123 "Accounting for Stock-Based Compensation"
("SFAS 123"), and superseding APB Opinion No. 25 "Accounting for Stock Issued to
Employees" and its related implementation guidance. SFAS 123R establishes
standards for the accounting for transactions in which an entity exchanges its
equity instruments for goods or services, including obtaining employee services
in share-based payment transactions. SFAS 123R applies to all awards granted
after the required effective date and to awards modified, repurchased, or
cancelled after that date. Adoption of the provisions of SFAS 123R is effective
as of the beginning of the first interim or annual reporting period that begins
after June 15, 2005. The adoption of SFAS 123R had no effect on its consolidated
financial position and results of operations.


                                       22
<PAGE>

NOTE 3 - FIXED ASSETS

Fixed assets, net consists of the following:

                                                 February 28,   February 29,
                                                     2005           2004

      Equipment                                  $  1,418,407   $    193,625
      Office furniture                                 26,327          5,216
      Tools                                            11,172            969
      Computers and software                           17,989             --
      ----------------------------------------------------------------------
                                                    1,473,895        199,810
      Less :  accumulated depreciation                  5,811            192
      ----------------------------------------------------------------------
                                                 $  1,468,084   $    199,618
      ======================================================================

Machinery and equipment acquired from NewTech Group International Inc., our
parent company, by NewTech Brake Corp. have been recorded at the parent
company's net book value in accordance with GAAP. This equipment, located in the
Chinese assembly plant in Suzhou and in the Canadian research and development
center in Blainville, Quebec, was acquired by NewTech Group International Inc.
from a third party for cash.

This machinery and equipment consist of quality control equipment and a
dynamometer to test the reliability and performance of the brakes. In addition,
these assets include moulds that will be used for the fabrication of the
components of the brakes.

As NewTech Brake Corp. is not in production yet, these assets will be
depreciated when production starts.

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 at 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 28, 2005 was $29,000 including unpaid interest for the fiscal years
ending February 28, 2003, February 29, 2004 and February 28, 2005. This balance
has been written off during the last quarter of current fiscal year. Since no
legal actions have been taken by the lender to interrupt prescription during the
last three years, the statute of limitation under Quebec Law has expired.

During the current fiscal year, the Company issued 2,740,000 shares of preferred
stock for a total consideration of $2,740,000, in payment of advances ($671,479)
from NewTech Group International Inc., a major shareholder of the Company, for
acquisition of machinery and equipment ($868,581) and industrial drawings
($1,200,000). Industrial drawings consist of numerical validation analysis,
product layouts, production specifications and part components which have been
expensed as research and development costs in fiscal year 2005.

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. NewTech Brake Corp. made 8
installments of $18,735 ($25,000 Canadian Dollars) under this agreement, from
February 2004 until September 2004. On January 6, 2005, NewTech Brake Corp.
agreed with the debenture holder to modify the agreement providing for the
redemption of the convertible debenture. The modified agreement provides that
NewTech Brake Corp. will redeem the convertible debenture with 4 equal monthly
installments of $8,068 ($10,000 Canadian Dollars), including interest, for the
period December 15, 2004 to April 15, 2005, 8 equal monthly installments of
$20,170 ($25,000 Canadian Dollars) commencing May 15, 2005 and the last
installment of $11,981 ($14,851 Canadian Dollars) on January 15, 2006.

                                       23
<PAGE>

NOTE 6 - COMMITMENTS AND CONTINGENCIES

Lease commitment

The Company leases its production facilities in China under long-term operating
lease agreement. Rent expense for all operating leases was $83,631 for the year
ended February 28, 2005.

At February 28, 2005, future minimum lease payments for this lease are as
follows:

                   Year ending
                   February 28,
                       2006                     $ 38,087
           -----------------------------------------------
           Total minimum lease payments         $ 38,087
           ===============================================

Finder's fees commitment

On October 3, 2002, the Company entered into an agreement with a consultant
concerning a "finders' fee" related to the 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
$1,000,000.

On October 4, 2002, the Company issued 1,190,477 shares of common stock in
payment of these fees valued at $594,524. This payment is presented as "Deferred
Offering Costs" in Shareholders' Equity.

Litigation

In December 1998 the Company entered into a 4 year consulting agreement with the
Nais Corp., a shareholder, according to which Nais Corp. would provide the
Company with financial and business public relation consulting services in
consideration for $6,000 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 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. Since no legal actions have been
taken by Mr. Jack Ehrenhaus to interrupt prescription during the last three
years, the statute of limitation under Quebec Law has expired.

On September 29, 2002, a company filed a complaint against NewTech Brake Corp.
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. 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.

                                       24
<PAGE>

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
$203,176. The Company has filed a response, denying the allegations in the
plaintiff's complaint and asserting various defenses. On July 22, 2004, the
parties entered into an agreement to settle this action for a sum of $44,000,
which sum was fully paid on October 11, 2004.

On August 21, 2003, the Company entered into an agreement with a consultant
concerning business advisory services in regard to internal operations,
corporate finance and other matters. As per the agreement, the Company shall pay
the consultant 150,000 shares of NewTech Brake Corp. common stock. Management
believes that since no services were provided by the consultant, the contract
agreement is not in force; therefore no provision has been made in the financial
statements.

On April 12, 2004, a consultant filed a Complaint against Newtech Brake Corp. in
the Circuit Court in Florida. Newtech Brake Corp. filed a Notice of Removal,
removing the case to the United States District Court in the Southern District
of Florida. In its Complaint, Plaintiff alleged that Newtech Brake Corp. failed
to comply with certain contractual obligations regarding the issuance and
registration of stock. This consultant asserts a cause of action against Newtech
Brake Corp. for damages and injunctive relief. This consultant sought damages in
the amount of $823,137 as well as costs and attorney's fees. On June 1, 2004,
Newtech Brake Corp. filed a Motion to Dismiss on the grounds that Newtech Brake
Corp. is not a party to the contract and that this consultant failed to allege
it was a registered broker-dealer. On August 23, 2004, the Motion to Dismiss was
denied. On March 22, 2005, the parties entered into an agreement to settle this
action for a sum of $50,000, which sum has to be paid within the next 90 days
after the date of the agreement, plus 750,000 restricted shares of NewTech Brake
Corp. (NWTB) owned by NewTech Group International Inc. Since the contractual
obligations were between NewTech Group International Inc. and the plaintiff,
this settlement will be accounted for in the NewTech Group International Inc.
financial statements.

Foreign subsidiary

The Company's subsidiary manufactures all of the Company's products. This
subsidiary, with net assets totaling approximately $485,760, 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
$(2,387,807) and $(859,453) for the years ended February 28, 2005 and February
29, 2004. Additional capital and/or borrowings will be necessary in order for
the Company to continue in existence until attaining and sustaining profitable
operations. 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 months from the date of
effectiveness of the registration statement 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. Since another source of
financing has been offered to the Company, this source of financing may not be
used by the Company.

                                       25
<PAGE>

On March 29, 2005, the Company entered into a commitment letter (the "Commitment
Letter") with a potential investor (the "Investor"). Pursuant to the Commitment
Letter and upon the consummation of a definitive agreement, the Company will
issue 40 Class A Units and 48 Class B Units to the Investor in the principal
amount equal to $22,000,000. Each Class A Unit is comprised of 1 debenture (the
"Class A Debenture(s)"), having a face value of $250,000, convertible into
common stock of the Company, for a total amount of $10,000,000. Each Class B
Unit is composed of 1 debenture (the "Class B Debenture"), having a face value
of $250,000, convertible into common stock of the Company, for a total amount of
$12,000,000. Each Class A Debenture and each Class B Debenture entitles its
holder to a fixed return on investment of $75,000 and $62,500, respectively, for
a year for a five-year period. At the option of the Investor, the Class A
Debentures and the Class B Debentures may be converted, each year, for a maximum
of 20% of the face value, per year, into common stock of the Company, at a price
of $1.00 per share. The Investor shall have no specific guarantee on the assets
of the Company. However, upon the consummation of a definitive agreement, the
Company shall agree to grant, by way of trust deed, a floating charge on the
assets of the Company and the movable hypothec on the license granted by Newtech
Group International Inc. for the sale and production of heavy duty truck brakes.

On May 27, 2005, the loan agreement related to the Class A Debenture for the sum
of $10,000,000 and to the $3,000,000 subscription of 3,947,368 restricted common
shares of NewTech Brake Corp., at a purchase price of $0.76 per share, was
signed. The subscription bears an option to buy 1,973,684 restricted common
shares of the Company's common stock over a period of five years, at a price of
$0.76 for the first year and then the price shall be increased by 10% per year
non-cumulative for each remaining year.

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 28, 2005 and February
29, 2004, the tax amounts have been calculated using the 34% federal and 5.5%
state income tax rates.

                                               February 28,        February 29,
                                                   2005                2004
                                                 --------            -------
Income tax (benefit) consists of:
  Current                                        $    --             $   --
  Deferred                                            --                 --
-------------------------------------------------------------------------------
Provision (benefit) for income taxes             $    --             $   --
===============================================================================

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

                                                      February 28,  February 29,
                                                          2005         2004

Taxes computed at federal tax rate                     $(811,854)   $(292,117)
Non-deductible expenses                                    4,547       13,854
State income taxes, net of federal income tax benefit    (86,193)     (29,709)
Deferred tax asset valuation allowance                   893,500      307,972
------------------------------------------------------------------------------
Provision (benefit) for income taxes                   $      --    $      --
==============================================================================

The components of the deferred tax asset are as follows:

                                                    February 28,   February 29,
                                                        2005           2004
Deferred tax assets:
   Net operating losses and start up expenses       $ (585,527)     $ 307,972
--------------------------------------------------------------------------------

Total deferred tax assets                             (585,527)       307,972
--------------------------------------------------------------------------------

Valuation allowance:
   Beginning of year                                  (307,972)       (65,039)
   Decrease (increase) during year                     893,500       (242,933)
--------------------------------------------------------------------------------
   Ending balance                                      585,527       (307,972)
--------------------------------------------------------------------------------

Net deferred taxes                                  $       --      $      --
================================================================================

                                       26
<PAGE>

The Company has net operating carry forwards and start up cost totaling
$1,556,010. The net operating losses will begin to expire in fiscal year 2025.

NOTE 9 - RELATED PARTIES

In April 2003, the Company issued, on behalf of NewTech Group International
Inc., its parent company, 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 May 2004, the Company issued 2,740,000 preferred shares in payment of
advances from NewTech Group International Inc. , acquisition or machinery and
equipment and industrial drawings for a total consideration of $2,740,000. (See
note 10)

During the current fiscal year, the Company repaid $1,459,205 to its parent
company. Of the total repaid, $671,419 was settled through the issuance of the
preferred shares mentioned below and $787,786 paid in cash. As at February 28,
2005, the Company has a short term receivable from NewTech Group International
Inc. of $530,430.

NOTE 10 - SHAREHOLDER'S EQUITY

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 28, 2005, $2,489,805 has been
received, leaving a subscription receivable balance of $510,195 as reported on
the balance sheet in Shareholders' Equity.

In May 2004, the Company issued 2,740,000 preferred shares to NewTech Group
International Inc. in payment of advances ($671,419), the acquisition of
machinery and equipment ($868,581) and industrial drawings ($1,200,000) for a
total consideration of $2,740,000. The machinery and equipment was recorded at
the parent company net book value in accordance with GAAP. This equipment,
located in the Chinese assembly plant in Suzhou and in the Canadian research and
development center in Blainville, Quebec, were acquired by NewTech Group
International Inc. for cash from a third party. These assets consist essentially
of quality control equipment and a dynamometer to test the reliability and
performance of the brakes. In addition, these assets include moulds that will be
used for the fabrication of the components of the brakes. Since the Company is
not in production, these assets are not being used and therefore, they are not
being depreciated. In order to insure the matching of the revenues to the
expenses, the depreciation of these assets will be accounted for at the
beginning of the production.

In January 2005, the Company issued 12,000 shares of common stock to an employee
in payment of salaries valued at $10,080 in accordance with the terms of his
employment contract.

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.

In May 2004, members of the Board of Directors received options to purchase a
total of 166,750 shares of common stock during their terms as directors. The
exercise price for these options is $1.10 per share and they expire one year
after the director resigns from his directorship. As allowed under APB No. 25
"Accounting for stock option issued to employees", no compensation expense was
recognized from these options.

In August 2004, members of the Board of Directors received options to purchase a
total of 187,500 shares of common stock during their terms as directors. The
exercise price for these options is $0.85 per share and they expire one year
after the director resigns from his directorship. As allowed under APB No. 25
"Accounting for stock option issued to employees", no compensation expense was
recognized from these options.

In November 2004, members of the Board of Directors received options to purchase
a total of 187,500 shares of common stock during their terms as directors. The
exercise price for these options is $0.86 per share and they expire one year
after the director resigns from his directorship. As allowed under APB No. 25
"Accounting for stock option issued to employees", no compensation expense was
recognized from these options.

                                       27
<PAGE>

In February 2005, members of the Board of Directors received options to purchase
a total of 187,500 shares of common stock during their terms as directors. The
exercise price for these options is $0.60 per share and they expire one year
after the director resigns from his directorship. As allowed under APB No. 25
"Accounting for stock option issued to employees", no compensation expense was
recognized from 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 2005 and 2004, 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            4.75%
         Expected life (years)              3 - 5
         Expected volatility                0.681
         Expected dividends                 None

A summary of options for the years ended February 28, 2005 and February 29, 2004
is shown below:

<TABLE>
<CAPTION>
                                                February 28,                        February 29,
                                                    2005                                2004
                                      ----------------------------------------------------------------------
                                         Number of         Weighted          Number of         Weighted
                                           shares          average             shares          average
                                                        exercise price                      exercise price
<S>                                      <C>               <C>               <C>               <C>
        Outstanding at beginning of
           period                          825,000           $ 0.52            625,000           $ 0.50
        Granted                            729,250             0.85            200,000             0.60
        Exercised                               --               --                 --               --
        Forfeited                               --               --                 --               --
        ----------------------------------------------------------------------------------------------------
         Outstanding at end of
           period                        1,554,250           $ 0.67            825,000           $ 0.52
        ====================================================================================================
         Exercisable at end of
           period                        1,554,250                             825,000
        ====================================================================================================
</TABLE>

NOTE 12 -  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 month end rate, as quoted on the Oanda Website, was $0.80678 Canadian
Dollars to 1 U.S. Dollar at February 28, 2005 and $0.7494 at February 29, 2004.

The average rate for the periods ending February 28, 2005 and February 29, 2004
was $0.77832 and $0.73394, respectively, Canadian Dollars to $1 U.S. Dollar.

                                       28
<PAGE>

NOTE 13 - SUBSEQUENT EVENTS

Since March 1, 2005, the Company received the total balance of $510,195 of the
subscription receivable in relation to the 3,000,000 shares of common stock that
had been issued by the Company in June 2003.

On March 29, 2005, the Company entered into a commitment letter (the "Commitment
Letter") with a potential investor (the "Investor"). Pursuant to the Commitment
Letter and upon the consummation of a definitive agreement, the Company will
issue 40 Class A Units and 48 Class B Units to the Investor in the principal
amount equal to $22,000,000. Each Class A Unit is comprised of 1 debenture (the
"Class A Debenture(s)"), having a face value of $250,000, convertible into
common stock of the Company, for a total amount of $10,000,000. Each Class B
Unit is composed of 1 debenture (the "Class B Debenture"), having a face value
of $250,000, convertible into common stock of the Company, for a total amount of
$12,000,000. Each Class A Debenture and each Class B Debenture entitles its
holder to a fixed return on investment of $75,000 and $62,500, respectively, for
a year for a five-year period. At the option of the Investor, the Class A
Debentures and the Class B Debentures may be converted, each year, for a maximum
of 20% of the face value, per year, into common stock of the Company, at a price
of $1.00 per share. The Investor shall have no specific guarantee on the assets
of the Company. However, upon the consummation of a definitive agreement, the
Company shall agree to grant, by way of trust deed, a floating charge on the
assets of the Company and the movable hypothec on the license granted by Newtech
Group International Inc. for the sale and production of heavy duty truck brakes.

On May 27, 2005, the loan agreement related to the Class A Debenture for the sum
of $10,000,000 and to the $3,000,000 subscription of 3,947,368 restricted common
shares of NewTech Brake Corp., at a purchase price of $0.76 per share, was
signed. The subscription bears an option to buy 1,973,684 restricted common
shares of the Company's common stock over a period of five years, at a price of
$0.76 for the first year and then the price shall be increased by 10% per year
non-cumulative for each remaining year.

Management of the Company believes that this Commitment Letter and the closing
of the Class A Debenture and the subscription with the investor will permit the
Company to meet its short-term and long-term obligations of $654,092 as at
February 28, 2005, and finance future operations.

                                       29
<PAGE>

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

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

      On March 22, 2004, the Board of Directors 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 the Securities Exchange Act of 1934, as amended,
a Form 8-K was filed to that effect on March 23, 2004. Mr. Mark Cohen submitted
his resignation on March 22, 2004.

ITEM 8A. CONTROLS AND PROCEDURES

(A)   Evaluation Of Disclosure Controls And Procedures

      As of the end of the period covered by this report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's Principal Executive Officer/Principal Financial Officer of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. The Company's disclosure controls and procedures are designed to
provide a reasonable level of assurance of achieving the Company's disclosure
control objectives. The Company's Principal Executive Officer/Principal
Financial Officer has concluded that the Company's disclosure controls and
procedures are, in fact, effective at this reasonable assurance level as of the
period covered. In addition, the Company reviewed its internal controls, and
there have been no significant changes in its internal controls or in other
factors that could significantly affect those controls subsequent to the date of
their last evaluation or from the end of the reporting period to the date of
this Form 10-KSB.

(B)   Changes In Internal Controls Over Financial Reporting

      In connection with the evaluation of the Company's internal controls
during the Company's fourth fiscal quarter ended February 28, 2005, the
Company's Principal Executive Officer/Principal Financial Officer has determined
that there are no changes to the Company's internal controls over financial
reporting that has materially affected, or is reasonably likely to materially
effect, the Company's internal controls over financial reporting.

                                       30
<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. As of June 3, 2005, the following constituted the Board of
Directors:

      NewTech Brake's 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           48       Director

      Marc-Antoine Gratton      52       Director

      Louis Lacroix             64       Director

      Francois Houle            52       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"(R) 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. 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 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.

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.

                                       31
<PAGE>

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. 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.

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.

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 per year during their terms as directors. These options are granted
on the last day of each quarter at an exercise price equivalent to the closing
price of the stock on the day they are granted and they expire one year after
the director resigns from his directorship. During the fiscal year 2005, 729,250
of these options have been granted to 6 directors.

Code Of Business Conduct And Ethics For Newtech Brake Corp.

      The Company 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 its previous 10-KSB filing for February 2004.

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 28, 2005, we are aware that NewTech
Group International Inc., which is a more than 10% stockholders of NewTech Brake
Corp., failed to make a filing on options to buy 1,166,667 shares owned by
Cornell Capital Partners, LP at a price of $0.40, which options have been
transferred from Yvon Rancourt, director of NewTech Brake Corp., on April 1st,
2003.

      During the fiscal year ending February 28, 2005, we were aware of one of
the Company's directors failing to file a report on a timely basis with respect
to the sales of shares of the Company. Mr. Gilbert Lasnier disposed of
securities during the month of February 2005 that were reported late. Eight
transactions were reported on two Forms 4 filed on February 25, 2005 and March
16, 2005 for a total of 32,000 common shares.

                                       32
<PAGE>

      Transaction date     Number of shares disposed    Date of filing of Form 4
          02-15-05                   1,000                  February 25, 2005
          02-15-05                   2,000                  February 25, 2005
          02-16-05                   1,000                  February 25, 2005
          02-17-05                   2,000                  February 25, 2005
          02-17-05                   2,000                  February 25, 2005
          02-17-05                   4,000                  February 25, 2005
          02-24-05                  10,000                     March 16, 2005
          02-25-05                  10,000                     March 16, 2005

      We were also aware that the directors have not filed Forms 4 in
connection with options granted for their services as members of the Board of
Directors. The Company will work with its directors to remedy these delinquent
filings.

ITEM 10.  EXECUTIVE COMPENSATION

                           SUMMARY COMPENSATION TABLE
                             Option/SAR Grants Table

<TABLE>
<CAPTION>
                                        ANNUAL COMPENSATION                           LONG-TERM COMPENSATION
                      -----------------------------------------------   ---------------------------------------------------
                                                                                  AWARD                    PAYOUTS
                                                                        -----------------------   -------------------------
                                                                        RESTRICTED
NAME AND PRINCIPAL                                       OTHER ANNUAL   STOCK        OPTIONS/       LTIP        ALL OTHER
  POSITION            YEAR      SALARY        BONUS      COMPENSATION    AWARD(S)      SAR'S       PAYOUTS    COMPENSATION
                                 ($)           ($)           ($)           (#)          (#)          ($)           ($)
-----------------     ----     --------     --------        --------     ---------   ----------   --------       --------
<S>                   <C>      <C>          <C>             <C>                 <C>    <C>        <C>            <C>
Yvon Rancourt(1)      2005     $ 58,212     $      0        $      0             0      125,000   $      0       $      0
Chairman,             2004     $      0     $      0        $      0             0            0   $      0       $      0
  President,
Chief Executive       2003     $      0     $      0        $      0             0      125,000   $      0       $      0
  Officer &
Chief Financial
  Officer
</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.

Option/SAR Grants in Last Fiscal Year

      None

Individual Grants

      None

                                       33
<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth the information as of June 3, 2005
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           750,000(2) (3)        1.10%
779 Industrial Blvd.
Blainville, Quebec J7C 3V3

NewTech Group International Inc.(3)             Common stock        49,756,785(3)           72.82%
779 Industrial Blvd.
Blainville, Quebec J7C 3V3

Claude Rancourt                                 Common stock           250,000(2) (3)            *
779 Industrial Blvd.
Blainville, Quebec J7C 3V3

Gilbert Lasnier                                 Common stock           250,000(2)                *
779 Industrial Blvd.
Blainville, Quebec J7C 3V3

Marc-Antoine Gratton                            Common stock           250,000(2)                *
779 Industrial Blvd.
Blainville, Quebec  J7C 3V3

Louis Lacroix                                   Common stock           305,250(2)                *
779 Industrial Blvd.
Blainville, Quebec  J7C 3V3

Francois Houle                                  Common stock           169,250(4)                *
779 Industrial Blvd.
Blainville, Quebec  J7C 3V3

All Directors and Officers as a Group(3) (5)    Common stock        51,731,285              75.71%
779 Industrial Blvd.
Blainville, Quebec J7C 3V3
</TABLE>

*     Represents less than 1%.

(1)   Applicable percentage of ownership is based on 66,971,872 shares of common
      stock outstanding as of June 3, 2005, together with securities exercisable
      or convertible into shares of common stock within 60 days of June 3, 2005
      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 3, 2005 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.

(2)   Includes an option to purchase 125,000 shares of common stock at an
      exercise price of $0.50 per share, an option to purchase 31,250 shares of
      common stock at an exercise price of $1.10 per share, an option to
      purchase 31,250 shares of common stock at an exercise price of $0.85 per
      share, an option to purchase 31,250 shares of common stock at an exercise
      price of $0.86 per share and an option to purchase 31,250 shares of common
      stock at an exercise price of $0.60 per share.


                                       34
<PAGE>

(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 10,043,215 shares, leaving 49,756,785 shares of common stock.
      The two majority shareholders of NewTech Group International Inc. are Mr.
      Yvon Rancourt and Mr. Claude Rancourt which hold respectively 25.5% of the
      total outstanding shares of NewTech Group International Inc. Together they
      are majority shareholders of NewTech Group International Inc. which
      represents 51% 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 10,500 shares of common stock at an
      exercise price of $1.10 per share, an option to purchase 31,250 shares of
      common stock at an exercise price of $0.85 per share, an option to
      purchase 31,250 shares of common stock at an exercise price of $0.86 per
      share and an option to purchase 31,250 shares of common stock at an
      exercise price of $0.60 per share.

(5)   Consists of 6 individuals

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      On May 31, 2004, the Company issued 2,740,000 shares of preferred stock to
NewTech Group International Inc. in payment of advances ($671,419), the
acquisition of machinery and equipment ($868,581) and industrial drawings
($1,200,000) for a total consideration of $2,740,000.

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

10.12          Asset Transfer and Change in Control Agreement, dated April   Incorporated by reference to Exhibit 10.12 in
               11, 2002, by and between Internet VIP, Inc. and NewTech       the Quarterly Report on Form 10-QSB filed
               Group International, Inc.                                     with SEC on October 21, 2002

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

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

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

                                       35
<PAGE>

<TABLE>
<CAPTION>
Exhibit No.    Description                                                   Location
------------------------------------------------------------------------------------------------------------------------
<S>            <C>                                                           <C>
10.16          Placement Agent Agreement, dated October 4, 2002, by and      Incorporated by reference to Exhibit 10.16 in
               between NewTech Brake Corp. and Westrock Advisors, Inc.       the Quarterly Report on Form 10-QSB filed
                                                                             with SEC on October 21, 2002

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

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

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

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

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

10.22          Letter, dated March 18, 2005 from FONDACTION CSN to NewTech   Provided herewith
               Brake Corp.

14.1           Code of business conduct and ethics for NewTech Brake Corp.   Incorporated by reference to Exhibit 99.1 in
                                                                             the Annual Report on Form 10-KSB filed with
                                                                             SEC on June 14, 2004

16.1           Letter, dated October 16, 2000, from Arthur Andersen LLP to   Incorporated by reference to Exhibit 16.1 in
               the SEC                                                       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

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

32.2           Certification Pursuant to 18 U.S.C. Section 1350              Provided herewith
</TABLE>

                                       36
<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 Daszkal Bolton LLP during Fiscal Years 2005 and 2004

      During the fiscal years ended February 28, 2005 and February 29, 2004,
Daszkal Bolton LLP provided various audit and audit related services to NewTech
Brake Corp. The fees associated with those services are as follows:

                                            February 28,        February 29,
                                                2005                2004
                                            -----------         -----------
Audit fees (1)                                 33,722              29,480
================================================================================

(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 Daszkal Bolton
LLP for professional services are compatible with maintaining Daszkal Bolton
LLP'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.

                                       37
<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 3, 2005                   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 3, 2005
--------------------------------
Yvon Rancourt, President,
         Chief Operating Officer and
         Acting  Chief Executive Officer
         Acting Chief Financial Officer
         Principal Accounting Officer

/s/ Claude Rancourt                                 Date:    June 3, 2005
--------------------------------
Claude Rancourt, Secretary

/s/ Marc-Antoine Gratton                            Date:    June 3, 2005
--------------------------------
Marc-Antoine Gratton, Director

/s/ Gilbert Lasnier                                 Date:    June 3, 2005
--------------------------------
Gilbert Lasnier, Director

/s/ Louis Lacroix                                   Date:    June 3, 2005
--------------------------------
Louis Lacroix, Director

/s/ Francois Houle                                  Date:    June 3, 2005
--------------------------------
Francois Houle, Director