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                       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, 2003

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

                         Commission file number 0-26949

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

                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)

                                   11-3500919
                        (IRS Employer Identification No.)

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

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

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

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

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

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

     State the aggregate market value of the voting and non-voting common equity
held by  non-affiliates  computed by  reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
a specified date within the past 60 days ($9,549,149 on May 23, 2003).

     As of May 28,  2003 the issuer had  63,959,872  shares of its common  stock
outstanding.


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                                     PART 1


ITEM 1.  DESCRIPTION OF BUSINESS


FORWARD-LOOKING STATEMENTS

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

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


THE BRAKE INDUSTRY

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

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

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


FUNDAMENTALS OF BRAKE SYSTEMS

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

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

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

         In a pneumatic system, also called air brakes, stepping on the brake is
equivalent  to opening a valve that lets  compressed  air press the brakes shoes
against  a brake  drum or pads  against  the rotor of a disc  system.  For heavy
vehicles, the


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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 of use pneumatic
drum systems and about 40 percent use hydraulic disc systems.

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

         About 97 percent of North  American  Class 7 and 8 trucks use pneumatic
drum systems  while the  remaining 3 percent use  pneumatic  disc  systems.  The
widespread  use of drum  systems  in  North  America  is  explained  by the cost
differential  between  disc  and drum  systems  relative  to  gains  in  braking
efficiency. Pneumatic disc systems are expected to become more prevalent because
they are more effective.  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.

         The North  American  Class 6, 7 (single  rear  axle) and 8 (two or more
axles) Truck OEM brake system  components  market in 1997  produced  revenues of
$649.2 million.  The average brake system price was $1,589,  of which about $730
was for the foundation.  To this must be added the trailer market as well as the
after market. The aftermarket  consists of entire brakes,  which occurs numerous
times  during the  average  16-year  life of a vehicle,  and  replacement  parts
required for periodic brake maintenance.

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

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

     o    Demand for fade resistant brakes.

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

     o    Long stroke air chambers, which better maintain pressure.

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

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

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

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

     o    Trucks are carrying heavier loads;

     o    Average speeds have increased.


AXLE MANUFACTURERS

         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


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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 implication for NewTech is that, once a small number of axle models
are  available  with  NewTech  brakes,  it may be  possible  to retrofit a large
percentage of the North American fleet of busses and trucks.


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

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

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

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


THE NEWTECH FULL CONTACT TRUCK BRAKE

         The major components of the brake are:


         HOUSING

         The housing,  made of cast iron,  has been designed to optimize the use
of space  inside the wheel.  It holds the  outboard  pad and  supports the brake
assembly.


         THE OUTBOARD PAD

         The outboard pad has fins for further  dissipation  of heat.  It is fit
with a molded  thermal  barrier made of a special  composite  material.  Special
inserts made of friction  material are distributed  evenly on the entire surface
of the pad. Various friction  materials are combined to ensure performance under
diverse conditions.


         ROTOR

         The NewTech brake floating rotor improves overall brake  performance by
optimizing  the mean braking radius for a given wheel size,  increasing  braking
efficiency.


         INBOARD PAD

         The inboard pad also has fins for further  dissipation of heat. Special
inserts made of friction  material are distributed  evenly on the entire surface
of the pad. Various friction  materials are combined to ensure performance under
diverse conditions. When the brakes are released, the inboard pad is returned to
its original position by mean of a special  spring-loaded  mechanism.  The rotor
then disengages from the outboard pad and returns to its neutral position.


         THE PNEUMATIC DIAPHRAGM

         The pneumatic  diaphragm - a membrane made of an elastomer  composite -
is  incorporated  into the spider.  It extends and retracts  much like a piston.
Incredibly resistant, it can withstand many times the required pressure. Besides
providing a

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rapid and graduated  action during braking,  it needs little pressure to operate
the action.  This diaphragm is kept in position  inside the spider by means of a
gasket-ring,  which  eliminates  distortion  and leaks that could occur  through
excessive use of the brake.


         THE SPIDER

         The  spider  is  designed  to  integrate   the  brake  system  and  the
suspension. The rotor is connected to the wheel by means of the driving hub. The
spider can be  equipped  with torque  sensors,  an ultra  sensitive  sensor that
transmits  the  torque  exerted  on the  brake  either  to the  NewTech  braking
optimization system or to any other control system.

         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, the
rigid piston  constantly  compensates  for the wear in the pads  resulting  from
friction, thus keeping the air consumption constant in the diaphragm.


NEWTECH REAR TRUCK BRAKE

         The NewTech rear brake complements the front design by adding a parking
brake.  Its principle is quite similar,  except for a modified spider adapted to
accommodate  a push plate and an additional  auxiliary  spider  incorporating  a
"Belleville" disc spring, which acts as a parking brake.

         The  parking  brake is applied  when no air occurs in the  system.  The
"Belleville"  disc  spring  applies a force onto the  push-plate,  which in turn
pushes on the  thermal  barrier  which  through  the slack  adjuster  forces the
inboard pad against the rotor.  The rotor then slides and  contacts the outboard
pads.

         The  parking  brake is released  when there is air in the  system.  The
piston in the auxiliary spider applies a force onto the "Belleville" disc spring
which in turn no longer  applies  pressure  on the push  plates,  releasing  the
brake.


COMPETITIVE FEATURES OF THE NEWTECH BRAKE

         We believe that the NewTech  brake  system  offers a number of distinct
advantages over today's conventional drum and disc brakes. For the truck and bus
OEM, It  addresses  the primary  concerns  related to warranty  costs and system
reliability.  We believe  that modular  design,  allowing  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.

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

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


EXCELLENT ECONOMIC PERFORMANCE

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

         Based on cost  estimates  provided  by a Quebec  transit  authority,  a
payback of between  two and three years is  forecast,  even for  retrofits.  The
savings are  achieved  through  longer  life,  quicker and less  frequent  brake
maintenance, lower parts cost and less downtime.


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MORE CAPACITY TO STOP A VEHICLE

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

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

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

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


EXTENDED BRAKE LIFE

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

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


INDIRECT COST SAVINGS

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

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

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

         (C) DEAD LOAD  REDUCTION:  The NewTech  brake  assembly will be lighter
than an equivalent "S" cam,  weighing  approximately  200 lbs.,  using a 104 lb.
drum.


IMPROVED FADE AND RECOVERY PROPERTIES

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

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


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IMPROVED NVH (NOISE, VIBRATION, HARSHNESS)

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


GOOD HEAT EXCHANGE (DISSIPATING) PROPERTIES

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


IMPROVED DESIGN OPPORTUNITY

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


BRAKE CONTROL SYSTEMS

         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.

         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 is now undergoing its final revisions created by the industrialization
process and the pre-production prototype release is expected in the next several
months.

         The pre-production prototypes, for 22.5 inch wheels model, are expected
to be tested and validated this summer,  and production samples are projected by
Fall 2003.  We intend  that our model for 24.5 inch wheels will follow and reach
the market at the beginning of 2004.


INTELLECTUAL PROPERTY

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

         NewTech  Brake has adopted a  proactive  approach  to  identifying  and
protecting  key  patentable  concepts and  components.  The objective of NewTech
Brake's patent strategy is to obtain an exclusive and  preferential  position in
product  features;  performance  and cost  compared  to its  competitors,  while
assuring  NewTech Brake the widest possible  application and broadest  potential
market for its  products.  NewTech  Brake seeks to patent the key  concepts  and
components,  which it


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believes will provide it with a significant  advantage over its  competitors and
for  inventions   NewTech  Brake  considers  having  commercial  value.   Patent
protection  outside North America is sought on a more selective  basis for those
inventions having significant commercial value.


BUSINESS DEVELOPMENT PLAN

         We believe that the total  potential  North American market for NewTech
brakes is made up of:

     o    OEM - new busses and trucks - 5.1 million NT brakes per year;

     o    Retrofit Aftermarket - 7.5 million NT brakes/year; and

     o    Maintenance Aftermarket - 29.5 million maintenance kits per year.


GENERAL MARKETING STRATEGY

         NewTech  Brake's target is to supply 3.75% of the North American market
for heavy vehicle brakes by 2008. To achieve this goal, NewTech Brake intends to
employ a "push-pull" strategy.  We intend to build on existing  opportunities in
the North American  aftermarket to demonstrate  the superiority of its new brake
technology ("pull"), while working with original equipment manufacturers (OEM's)
to make NewTech brakes available on new trucks, busses and trailers ("push").

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

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

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

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

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

         Specific  opportunities  include the Quebec municipal bus market, where
we believe that the NewTech brake will solve  performance  and cost problems for
the urban transit companies.  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 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,  NewTech
Brake  intends to approach the large  long-haul  fleets,  where  durability  and
operator safety are a major concern.

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


MANUFACTURING AND DISTRIBUTION STRATEGY

         NewTech  Brake  intends  to  base  its  products  on  the  intellectual
property, registered patents and patents pending controlled by NewTech Group and
has an  exclusive  license  covering  North  American  and Europe.  We intend to
identify the most advantageous approach to delivering its product to the market.



                                       8
<PAGE>


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

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


                                       9



<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, 2003
and 2002,  we had a net loss of  $129,833  and  $420,739,  respectively.  Future
losses are likely to occur. Accordingly, we may experience significant liquidity
and cash flow problems because our operations are not profitable.  No assurances
can be given that we will be  successful in reaching or  maintaining  profitable
operations.


WE WILL NEED TO RAISE ADDITIONAL CAPITAL TO FINANCE OPERATIONS

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


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

         Our independent  auditors have added an explanatory  paragraph to their
audit  opinion  issued in  connection  with the year  ended  February  28,  2003
financial  statements,  which states that NewTech Brake had operating losses and
management has determined  that it will require  additional  capital to continue
funding  operations  and meet its  obligations  as they  come due  which  raises
substantial  doubt  about  its  ability  to  continue  as a going  concern.  Our
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty. We expect to be able to continue operations for six
months with the cash currently on hand.


WE HAVE A WORKING  CAPITAL  DEFICIT,  WHICH  MEANS  THAT OUR  CURRENT  ASSETS ON
FEBRUARY 28, 2003 WERE NOT SUFFICIENT TO SATISFY OUR CURRENT LIABILITIES ON THAT
DATE

         We had a working capital deficit  $587,010 at February 28, 2003,  which
means that our current  liabilities  exceeded our current assets on February 28,
2003 by  $587,010.  Current  assets are assets that are expected to be converted
into cash within one year and, therefore, may be used to pay current liabilities
as they become due. Our working capital deficit means that our current assets on
February 28, 2003 were not sufficient to satisfy all of our current  liabilities
on that date.


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

         Our business  depends on sales of our  products to a limited  number of
customers,  effectively the manufacturers of autos and trucks,  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.


                                       10
<PAGE>



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

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


WE DEPEND ON THIRD-PARTY MANUFACTURERS

         We expect to depend on third parties to manufacture our products. There
are a limited number of potential qualified manufacturers. A failure to maintain
a reliable  manufacturing  supply source could have a material adverse effect on
our business, financial condition or results of operations.


OUR  PRODUCTS  MAY  CONTAIN  DEFECTS  AND WE MAY INCUR  SIGNIFICANT  EXPENSES IN
ATTEMPTING  TO CORRECT  DEFECTS OR  DEFENDING  OURSELVES  IN LAWSUITS  OVER SUCH
DEFECTS

         Our  products  and some of the key  components  supplied to us by third
parties incorporate complex technology,  software and hardware. Despite rigorous
testing,  undetected errors, defects or "bugs" may cause product failures at any
time. We may not be able to sell our products if they have reliability,  quality
or compatibility  problems.  Moreover,  errors,  defects or "bugs" can result in
additional  development  costs,  diversion of technical and other resources from
our other  development  efforts,  liability  claims by our  customers  or others
against  us,  or the  loss of  credibility  with  our  current  and  prospective
customers.  Reliability,  quality or  compatibility  problems  with our products
could have a material  adverse  effect on our business,  financial  condition or
results of operations.


         Our Future  Growth  Could Be Impaired   If We  Are Unable To Expand Our
Direct Sales And Support Infrastructure

         Our future  revenue  growth will depend in large part on our ability to
successfully  expand our direct sales force and our customer support capability.
We may not be able to successfully manage the expansion of these functions or to
recruit and train  additional  direct  sales,  consulting  and customer  support
personnel.  There is presently a shortage of  qualified  personnel to fill these
positions.  If we are unable to hire and retain additional highly skilled direct
sales  personnel,  we may not be able to  increase  our  revenue  to the  extent
necessary  to achieve  profitability.  If we are unable to hire  highly  trained
consulting  and customer  support  personnel  we may be unable to meet  customer
demands.  We are not likely to be able to increase our revenues as we plan if we
fail to expand our direct sales force or our  consulting  and  customer  support
staff.  Even if we are  successful  in  expanding  our  direct  sales  force and
customer support capability, the expansion may not result in revenue growth.


WE DO NOT CURRENTLY HAVE INSURANCE COVERAGE AND WE MAY NOT HAVE SUFFICIENT FUNDS
TO COVER ALL POTENTIAL PRODUCT LIABILITY AND WARRANTY CLAIMS

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


OUR FULL CONTACT DISC BRAKE BUSINESS IS IN ITS INFANCY

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

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

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

     o    competition from larger and more established companies;



                                       11
<PAGE>



     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.


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

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


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

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


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

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

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

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

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

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

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


WE COULD FAIL TO ATTRACT OR RETAIN KEY PERSONNEL

         Our  success  largely  depends  on the  efforts  and  abilities  of key
executives and consultants,  including Yvon Rancourt,  the Chairman of the Board
and our President.  The loss of the services of Mr.  Rancourt  could  materially
harm our  business

                                       12

<PAGE>


because of the cost and time necessary to replace and train  replacements.  Such
losses would also divert management  attention away from operational  issues. We
presently do not maintain key-man term life insurance policies on Mr. Rancourt.


ITEM 2.  DESCRIPTION OF PROPERTY

         Since June 2002,  NewTech Brake maintains its corporate  offices at 779
Industrial  Blvd.  Blainville,  Quebec and does not pay rent for these  premises
because  NewTech Group  International  Inc., a majority  shareholder  of NewTech
Brake,  owns the office  space.  Before that date,  NewTech Brake was located at
1155 University Street,  Suite 602, Montreal,  Canada where we had approximately
1,550 square feet at an annual rental of  approximately  $20,000 per year, which
included  all  utilities  and  applicable  taxes.  That lease was  cancelled  in
December 2001.


ITEM 3.  LEGAL PROCEEDINGS

         On November 18, 2002, NewTech  published  a  press  release  and  filed
a Current Report on Form 8-K with the Securities and Exchange  Commission  (SEC)
announcing  that Mr. Jack  Ehrenhaus,  a former  director  of NewTech  Brake and
former  director and executive  officer of Internet VIP, Inc.,  the  predecessor
organization to NewTech Brake,  filed an unauthorized and unapproved Form 8-K on
behalf of NewTech Brake. Mr. Ehrenhaus contends that NewTech Group International
Inc.  breached the Asset Transfer and Change of Control  Agreement,  dated April
11, 2002 between  NewTech  Group  International  Inc. and Internet VIP, Inc. and
that Internet VIP,  Inc. (now called  NewTech Brake Corp.)  elected to terminate
the agreement prior to the change of control. Mr. Ehrenhaus disputes the current
ownership   structure  of  NewTech  Brake  Corp.   NewTech  Brake  believes  the
unauthorized and unapproved Form 8-K filed by Mr. Ehrenhaus  contained incorrect
information  and  should be  disregarded.  Mr.  Ehrenhaus  signed a consent as a
member of the Board of Directors of Internet  VIP,  Inc.  ratifying and adopting
the Asset Transfer and Change of Control Agreement and the actions  contemplated
therein. NewTech Brake has filed the consent as an exhibit with the SEC. Current
management of NewTech Brake has reviewed Mr. Ehrenhaus' contentions and believes
they are  without  merit and  intends to  vigorously  defend  against any future
action by Mr. Ehrenhaus.


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

         None.



                                       13

<PAGE>




                                     PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


(A)      MARKET INFORMATION

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

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

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

         As of February 28, 2003, the  Registrant  had 63,779,872  shares of its
Common Stock outstanding.

         Of the 63,779,872 shares of common stock outstanding, 61,954,212 shares
are currently subject to the resale restrictions and limitations of Rule 144.


(B)      HOLDERS

         On February 28, 2003,  there were 240 holders of the  Company's  common
stock and 6 holders of the Company's Class B warrants.


(C)      DIVIDENDS

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


(D)      TRADING STATISTICS

         NWTB - NEWTECH BRAKE CORP. - Trading history for the three fiscal years
ended February 28, 2003 was as follows:

-------------------------------------------------------
   2000                           HIGH         LOW
-------------------------------------------------------
   First Quarter                       N/A         N/A
   Second Quarter                      N/A         N/A
   Third Quarter                       N/A         N/A
   Fourth Quarter                      N/A         N/A
-------------------------------------------------------
   2001                               HIGH         LOW
-------------------------------------------------------
   First Quarter                       N/A         N/A
   Second Quarter(1)                $0.420      $0.100
   Third Quarter                    $0.270      $0.031
   Fourth Quarter                   $0.065      $0.030
-------------------------------------------------------
   2002                               HIGH         LOW
-------------------------------------------------------
   First Quarter                    $0.043      $0.006
   Second Quarter                   $0.800      $0.024
   Third Quarter                    $0.080      $0.027
   Fourth Quarter                   $1.030      $0.031



                                       14
<PAGE>

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

(1)  Stock  quotations are available for NewTech Brake  commencing in the second
     quarter of 2001.

(2)  These prices reflect stock prices after a 1 for 20 reverse stock split.




SALES OF UNREGISTERED SECURITIES

         In April 2003, we issued  180,000  shares of common stock in settlement
of  consulting  services  in the  amount  of  $36,000  in  connection  with  the
Acquisition  of Assets and Change of Control  Agreement,  dated April 11,  2002,
between NewTech Group International Inc. and Internet VIP, Inc.

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

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

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

         In August 2002,  we issued  16,500 shares of common stock in settlement
of liabilities of $6,270.

         In July 2002, we issued 281,750 shares of common stock in settlement of
liabilities of $113,421.

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

         During the quarter  ended May 31, 2002, we issued  4,000,000  shares of
common  stock in  settlement  of  consulting  services in the amount of $40,000.
These shares were issued before the reverse stock split.

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

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

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

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

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

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

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




                                       15
<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       16
<PAGE>

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

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


OVERVIEW

         At the beginning of the previous  fiscal year ended  February 28, 2002,
IVIP was  confident  that it could realize the goals that it had set for itself,
but,  as the year  progressed,  and the  telecommunications  industry  declined,
mainly due to overcapacity,  IVIP realized that, not only would the goals not be
met, but that it was faced with a diminishing market for the foreseeable future.

         On April 11, 2002,  IVIP entered into an agreement  with NewTech  Group
International  Inc. of  Blainville,  Quebec,  whereby IVIP underwent a change in
control  and a change in  business  orientation.  IVIP's  primary  business  was
providing long distance services between Eastern European countries and the rest
of the world.  After nearly three years of building and developing  this network
and the  expenditure  of over two million  dollars,  IVIP still had only minimal
revenues and had not as yet reached profitability. Given the intense competition
in the telecom business,  the future was not as promising as when IVIP initially
undertook this project.  Therefore,  the Board of Directors  decided to seek out
other  ventures in addition to the  Company's  telecom  business.  NewTech Group
International Inc. is an accomplished  research and development company that has
developed various  technologies  related to brake systems for heavy vehicles and
is the owner of patents,  licenses and rights to these technologies.  As NewTech
Group  sought  to  commercialize   and  market  products   produced  from  these
technologies,  it was the  intention  of NewTech  Group's  Board of Directors to
enter into an  agreement  that would sell and  transfer  rights to some of these
technologies to IVIP.

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

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

         On February 11, 2003, the Company terminated the October 4, 2002 Equity
Line of Credit  Agreement and on April 1, 2003 entered into a new Equity Line of
Credit Agreement with Cornell Capital Partners, L.P. Cornell Capital, subject to
certain terms and  conditions,  will purchase up to $25 million of the Company's
common  stock.  The term of the  agreement  is  twenty-four  months,  subject to
termination at the sole discretion of the Company and subject to certain events.
The purchase  price of the shares of common stock will be equal to a price based
upon the  future  market  price of the  Company's  common  stock with a fixed 3%
discount to the then-current  market price. As a condition of the Equity Line of
Credit  Agreement,  the Company must file a  Registration  Statement and the SEC
must declare it effective  before  Cornell  Capital is obligated to purchase any
common  stock of the  Company.  There can be no  assurance  of how much cash the
Company will receive,  if any,  under the equity line of credit  agreement  with
Cornell Capital.

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

         During the year ended  February 28, 2003, we incurred an operating loss
of $129,833 as compared to an operating  loss of  $1,515,344  for the year ended
February 28,  2002.  The  decreased  loss is  primarily  due to lower  operating
expenses and write-off of liabilities.  During the year ended February 28, 2003,
the Company  generated no revenue from sales of products and services,  compared
to $391,013 for the year ended February 28, 2002. Due to the  reorganization and
the new  operations  of the Company,  the  Company's  source of revenues will be
generated from sales of braking systems. The Company's prior sources of revenues
were in the form of sales from prepaid calling cards.


                                       17

<PAGE>


         As reflected in our February 28, 2003 balance sheet,  the Company had a
negative working capital deficit of $587,010.  The Company's  operations are not
generating sufficient cash to maintain its present operations.


GOING CONCERN

         The report of our  independent  accountants  on our  February  28, 2003
financial statements includes an explanatory  paragraph indicating that there is
substantial doubt about our ability to continue as a going concern.  The Company
has  experienced an operating  loss and  management has determined  that it will
require   additional  capital  to  continue  funding  operations  and  meet  its
obligations as they come due.


RECENT DEVELOPMENTS

         On April 4, 2003, the Company filed a SB-2 Form with the Securities and
Exchange  Commission.  That  prospectus  relates to the sale of up to 41,690,932
shares of NewTech  Brake's  common  stock by certain  persons  who are,  or will
become,  stockholders of NewTech Brake.  NewTech Brake is not selling any shares
of common  stock in such  offering and  therefore  will not receive any proceeds
from such offering.  NewTech Brake will, however, receive proceeds from the sale
of common stock under the Equity Line of Credit.


EARNINGS (LOSS) PER SHARE CALCULATION

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


STOCK-BASED COMPENSATION

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


ITEM 7.  FINANCIAL STATEMENTS

         The financial  statements are included  herein  commencing on page F-1.
The Company is not required to provide supplementary financial information.


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

         None.



                                       18

<PAGE>

                                    PART III

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

         Directors  serve  for one year  terms and until  their  successors  are
elected and assume office. At the close of the fiscal year on February 28, 2003,
the following constituted the Board of Directors:

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

--------------------------------------------------------------------------------
 NAME                        AGE            POSITION
--------------------------------------------------------------------------------
 Yvon Rancourt               57             President, Chief Operating Officer,
                                            Chief Executive Officer and Chairman
                                            of the Board

 Claude Rancourt             54             Director, Secretary

 Gilbert Lasnier             46             Director

 Marc-Antoine Gratton        50             Director

 Louis Lacroix               62             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 effective April 19, 2002. Mr. Rancourt became
President of NewTech Brake on October 4, 2002.  Mr.  Rancourt is the inventor of
the NewTech Full  Contact  Disc Brake and was one of the founders and  principal
patent filers at NewTech Group International Inc. Since the beginning of NewTech
Group  International  Inc. in 1989, Mr. Rancourt has been serving as Chairman of
the  Board  of  Directors   and  Chief   Operating   Officer  of  NewTech  Group
International  Inc.  From  1981 to 1989,  Mr.  Rancourt  served as  Director  of
Production  at Compania  Minera  Ucalali S.A.  From 1979 to 1981,  Mr.  Rancourt
worked as a private  consultant in the wood  finishing  manufacturing  industry.
From 1976 to 1979, Mr.  Rancourt  served as Chief  Executive  Officer of Dolphin
Brake Inc. At Dolphin Brake Inc.,  Mr.  Rancourt was one of the founders and the
principal  patent  filer of the first  concept of full  contact  disc brakes for
heavy vehicles.  From 1974 to 1976, Mr. Rancourt served as Managing  Director at
Les  Manufacturiers de Precision de Beauce Inc., a manufacturer of truck trailer
axles. From 1973 to 1974, Mr. Rancourt served as Director of Production for Snow
Jet, a manufacturer of snowmobiles. In 1966, Mr. Rancourt founded Beauce Machine
Shop and served as Managing  Director until 1973.  Yvon is the brother of Claude
Rancourt.


CLAUDE RANCOURT

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


GILBERT LASNIER

         Mr. Gilbert  Lasnier became a Director of NewTech Brake effective April
19, 2002. Since 1997, Mr. Gilbert Lasnier has worked for the International Civil
Aviation Organization in Montreal,  Quebec, as a GIS analyst. From 1990 to 1997,
Mr.  Lasnier  founded  and became  President  of  Sigrafix  Inc.,  a  geographic
information systems company engaged in implementation of cartographic  software.
From 1988 to 1990, Mr. Lasnier worked for Nepcom Inc., a civil works contractor,



                                       19

<PAGE>

as a senior surveying technician and supervisor.  From 1981 to 1988, Mr. Lasnier
worked for different  companies  (Hydro  Quebec,  Domtar,  Geonumerigraphe,  Luc
Pelletier  &  Associates)  as a  surveying  technician.  From 1976 to 1980,  Mr.
Gilbert Lasnier worked for the government in Geodesic Services as a technician.


MARC-ANTOINE GRATTON

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


LOUIS LACROIX

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


RESIGNATION OF DIRECTORS AND OFFICERS

         On October 4, 2002,  Mr. Jack  Ehrenhaus was removed  as the  President
of NewTech Brake. Mr. Denis Gamache  resigned as the Chief Executive  Officer on
October 4, 2002 and as Director on November 19, 2002.


COMPENSATION OF DIRECTORS

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


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, 2003, we are not aware of any
instance where any of the officers,  directors and 10%  stockholders  of NewTech
Brake failed to make any filings.


                                       20

<PAGE>


ITEM 10.  EXECUTIVE COMPENSATION

                           SUMMARY COMPENSATION TABLE
                             OPTION/SAR GRANTS TABLE
<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------------
                                          ANNUAL COMPENSATION                           LONG-TERM COMPENSATION
                               -------------------------------------  -----------------------------------------------------
                                                                                  AWARD                    PAYOUTS
                                                                      -------------------------   -------------------------
NAME AND                                                                RESTRICTED
  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>
Jack Ehrenhaus     2002         $      0     $      0        $      0             0            0            0     $      0
Former President   2001         $      0     $      0        $      0             0            0            0     $      0

Christian Richer   2002(5)      $      0     $      0        $      0             0            0            0     $      0
Former Chief       2001         $      0     $      0        $  4,000(4)                                          $      0
Executive          2000         $      0     $      0        $  4,000(4)    100,000(5)   100,000(6)         0     $      0
Officer(2)

Dr. Ilya Gerol     2001(1)      $ 65,000     $      0        $      0             0            0            0     $      0
Chairman and Chief 2002         $ 12,000     $      0        $      0             0            0            0     $      0

Executive Officer(3)
</TABLE>

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

(2)  Mr. Richer was appointed Chief Executive Officer of NewTech Brake effective
     August 29, 2000 and resigned from his position  effective May 1, 2001.  Mr.
     Richer had an employment  agreement under which he was to receive an annual
     salary of  $90,000  per year.  Due to cash  shortage,  Mr.  Richer  did not
     receive any portion of this salary.

(3)  Chief  Executive  Officer  from March 1, 2000 (start of fiscal year through
     April 30, 2002).

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

(5)  Under the terms of his employment contract,  Mr. Richer was granted options
     to purchase  100,000  shares of NewTech  Brake  common stock at an exercise
     price of $0.05  per  share for each  year his  employment  contract  was in
     effect.

(6)  Under the terms of his employment contract,  Mr. Richer was granted 100,000
     shares of NewTech Brake's common stock.




OPTION/SAR GRANTS IN LAST FISCAL YEAR

         None.


INDIVIDUAL GRANTS




ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table sets  forth the  information  as of May 28,  2003
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.

                                       21
<PAGE>

<TABLE>
<CAPTION>
                                                                                              COMMON STOCK
                                                                                        BENEFICIALLY OWNED
NAME/ADDRESS                                         TITLE OF CLASS                                 NUMBER       PERCENT(1)
--------------------------------------               --------------                     -------------------      ----------
<S>                                                  <C>                                <C>                      <C>
Yvon Rancourt                                        Common stock                          625,000(2) (3)                 *
779 Industrial Blvd.
Blainville, Quebec J7C 3V3

NewTech Group International Inc.(3)                  Common stock                                                    85.81%
                                                                                        55,418,952
779 Industrial Blvd.
Blainville, Quebec J7C 3V3

Claude Rancourt                                      Common stock                          125,000(2) (3)                 *
779 Industrial Blvd.
Blainville, Quebec J7C 3V3

Gilbert Lasnier                                      Common stock                          125,000(2)                     *
779 Industrial Blvd.
Blainville, Quebec J7C 3V3

Marc-Antoine Gratton                                 Common stock                          125,000(2)                     *
779 Industrial Blvd.
Blainville, Quebec  J7C 3V3

Louis Lacroix                                        Common stock                          177,500(2)                     *
779 Industrial Blvd.
Blainville, Quebec  J7C 3V3

Directors and All Officers as a Group(3)             Common stock                       56,593,952                   87.63%
779 Industrial Blvd.
Blainville, Quebec J7C 3V3
</TABLE>

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

*    Represents less than 1%.


(1)  Applicable  percentage of ownership is based on 63,959,872 shares of common
     stock outstanding as of May 28, 2003, together with securities  exercisable
     or  convertible  into shares of common stock within 60 days of May 28, 2003
     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 May 28, 2003 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.


(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  4,381,048 shares,  leaving  55,418,952 shares of common stock.
     The two majority  shareholders of NewTech Group  International Inc. are Mr.
     Yvon  Rancourt  and  Mr.  Claude  Rancourt.   Together  they  are  majority
     shareholders of NewTech Group International Inc. which represents 51.48% of
     the  total  outstanding  shares  of  NewTech  Group   International   Inc..
     Accordingly, Mr. Yvon Rancourt and Mr. Claude Rancourt are deemed to be the
     beneficial  owners of the  shares in NewTech  Brake  held by NewTech  Group
     International Inc.


(4)  Consists of 5 individuals.



                                       22

<PAGE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In September  2001,  NewTech  Brake issued  1,100,000  shares of common
stock  to  the  former  Chairman  of  the  Board,  Ilya  Gerol,  Vice-President,
Virtchestov Makarov and Olga Frolova, as administrative  employee, in settlement
of accrued unpaid wages in the amount of $156,735.24. Of the 1,100,000 shares of
common stock distributed, Mr. Gerol received 500,000 shares of common stock, Mr.
Makarov received 500,000 shares of common stock and Ms. Frolova received 100,000
shares of common  stock as  compensation.  These  shares were issued  before the
reverse stock split.

         By way of an assignment from VI  Interservice  Inc., an entity owned by
V.  Makarov,  a former  director  and officer of NewTech  Brake,  NewTech  Brake
entered into an office lease  agreement for its Montreal office on September 15,
2000.  The lease was  cancelled  in December  2001.  The monthly rent amount was
$1,705.  Prior to September 15, 2000,  NewTech Brake rented office space from VI
Interservice  Inc. at an annual rental of $24,000.  NewTech  Brake  believes the
rate was at fair-market value.

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

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

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




                                       23

<PAGE>




                                     PART IV


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

         (A) LIST OF EXHIBITS.

         None.

         (B) REPORTS ON FORM 8-K.

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


ITEM 14.  CONTROLS AND PROCEDURES

         QUARTERLY  EVALUATION OF THE COMPANY'S DISCLOSURE CONTROLS AND INTERNAL
CONTROLS.  Within the 90 days prior to the date of this Quarterly Report on Form
10-QSB,  the Company  evaluated the effectiveness of the design and operation of
its  "disclosure  controls  and  procedures"  (Disclosure  Controls),   and  its
"internal controls and procedures for financial  reporting" (Internal Controls).
This  evaluation  (the Controls  Evaluation)  was done under the supervision and
with the  participation  of management,  including our Chief  Executive  Officer
(CEO) and Chief Financial  Officer (CFO).  Rules adopted by the SEC require that
in this section of the Quarterly  Report we present the  conclusions  of the CEO
and the CFO about the  effectiveness  of our  Disclosure  Controls  and Internal
Controls based on and as of the date of the Controls Evaluation.

         CEO  AND  CFO  CERTIFICATIONS.   Appearing  immediately  following  the
Signatures  section of this  Quarterly  Report there are two  separate  forms of
"Certifications"  of the CEO and the CFO.  The first  form of  Certification  is
required  in accord  with  Section  302 of the  Sarbanes-Oxley  Act of 2002 (the
Section 302  Certification).  This section of the Quarterly Report which you are
currently reading is the information concerning the Controls Evaluation referred
to in the  Section 302  Certifications  and this  information  should be read in
conjunction   with  the  Section  302   Certifications   for  a  more   complete
understanding of the topics presented.

         DISCLOSURE  CONTROLS AND  INTERNAL  CONTROLS.  Disclosure  Controls are
procedures  that are designed with the  objective of ensuring  that  information
required to be disclosed in our reports filed under the Securities  Exchange Act
of 1934 (Exchange Act), such as this Quarterly Report,  is recorded,  processed,
summarized and reported within the time periods  specified in the Securities and
Exchange  Commission's  (SEC)  rules and  forms.  Disclosure  Controls  are also
designed with the objective of ensuring that such information is accumulated and
communicated  to our  management,  including the CEO and CFO, as  appropriate to
allow timely decisions  regarding  required  disclosure.  Internal  Controls are
procedures  which  are  designed  with the  objective  of  providing  reasonable
assurance that (1) our transactions are properly authorized;  (2) our assets are
safeguarded  against  unauthorized or improper use; and (3) our transactions are
properly  recorded and reported,  all to permit the preparation of our financial
statements in conformity with generally accepted accounting principles.

         LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS. The Company's management,
including the CEO and CFO, does not expect that our  Disclosure  Controls or our
Internal  Controls will prevent all error and all fraud.  A control  system,  no
matter how well  conceived  and  operated,  can  provide  only  reasonable,  not
absolute,  assurance that the objectives of the control system are met. Further,
the design of a control  system must  reflect  the fact that there are  resource
constraints,  and the benefits of controls must be considered  relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud,  if any,  within  the  Company  have  been  detected.  These  inherent
limitations  include the  realities  that  judgments in  decision-making  can be
faulty,  and that  breakdowns  can occur  because  of simple  error or  mistake.
Additionally,  controls  can be  circumvented  by the  individual  acts  of some
persons,  by collusion of two or more people,  or by management  override of the
control. The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving  its stated goals under all  potential
future  conditions;  over time, control may become inadequate because of changes
in conditions,  or the degree of compliance  with the policies or procedures may
deteriorate.  Because of the inherent  limitations in a  cost-effective  control
system, misstatements due to error or fraud may occur and not be detected.



                                       24
<PAGE>


         SCOPE  OF  THE  CONTROLS  EVALUATION.  The  CEO/CFO  evaluation  of our
Disclosure Controls and our Internal Controls included a review of the controls'
objectives  and  design,  the  controls'  implementation  by the Company and the
effect of the controls on the  information  generated for use in this  Quarterly
Report.  In the course of the Controls  Evaluation,  we sought to identify  data
errors,  controls  problems  or acts of fraud and to  confirm  that  appropriate
corrective action, including process improvements,  were being undertaken.  This
type of  evaluation  will be done on a quarterly  basis so that the  conclusions
concerning  controls  effectiveness  can be reported in our Quarterly Reports on
Form 10-QSB and Annual  Report on Form 10-KSB.  Our  Internal  Controls are also
evaluated on an ongoing basis by our  independent  auditors in  connection  with
their audit and review activities. The overall goals of these various evaluation
activities are to monitor our Disclosure  Controls and our Internal Controls and
to make  modifications  as  necessary;  our  intent  in this  regard is that the
Disclosure  Controls and the Internal  Controls  will be  maintained  as dynamic
systems that change  (including with improvements and corrections) as conditions
warrant.

         Among other matters,  we sought in our evaluation to determine  whether
there  were any  "significant  deficiencies"  or  "material  weaknesses"  in the
Company's Internal  Controls,  or whether the Company had identified any acts of
fraud involving  personnel who have a significant role in the Company's Internal
Controls.  This  information  was  important  both for the  Controls  Evaluation
generally and because items 5 and 6 in the Section 302 Certifications of the CEO
and CFO require that the CEO and CFO disclose  that  information  to our Board's
Audit Committee and to our independent auditors and to report on related matters
in  this  section  of  the  Quarterly  Report.  In  the  professional   auditing
literature,   "significant   deficiencies"   are  referred  to  as   "reportable
conditions";  these are  control  issues that could have a  significant  adverse
effect on the ability to record, process, summarize and report financial data in
the  financial  statements.  A "material  weakness"  is defined in the  auditing
literature as a particularly  serious  reportable  condition  where the internal
control  does not reduce to a relatively  low level the risk that  misstatements
caused by error or fraud may occur in amounts that would be material in relation
to the  financial  statements  and not be  detected  within a timely  period  by
employees in the normal course of performing their assigned  functions.  We also
sought to deal with other controls  matters in the Controls  Evaluation,  and in
each case if a problem was identified, we considered what revision,  improvement
and/or correction to make in accord with our on-going procedures.

         In accord with SEC  requirements,  the CEO and CFO note that, since the
date of the Controls Evaluation to the date of this Quarterly Report, there have
been no significant  changes in Internal Controls or in other factors that could
significantly  affect Internal  Controls,  including any corrective actions with
regard to significant deficiencies and material weaknesses.

         CONCLUSIONS.  Based upon the Controls Evaluation,  our CEO and CFO have
concluded that, subject to the limitations noted above, our Disclosure  Controls
are  effective  to ensure that  material  information  relating to Intel and its
consolidated  subsidiaries  is made known to  management,  including the CEO and
CFO,  particularly  during  the  period  when our  periodic  reports  are  being
prepared,  and that our Internal  Controls are  effective to provide  reasonable
assurance that our financial  statements are fairly presented in conformity with
generally accepted accounting principles.


                                       25

<PAGE>




                                Mark Cohen C.P.A.
                           1772 East Trafalgar Circle
                               Hollywood, Fl 33020
                                 954) 922 - 6042

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



                          INDEPENDENT AUDITORS' REPORT


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

We have audited the  accompanying  consolidated  balance  sheet of NewTech Brake
Corp.  as of  February  28,  2003  and  2002,  and  the  related  statements  of
operations,  shareholders' equity (deficiency) and cash flows for the years then
ended.  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 audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  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  consolidated  financial  position of NewTech Brake
Corp. at February 28, 2003 and 2002,  and the results of its  operations and its
cash flows for the years then ended, in conformity  with  accounting  principles
generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 7 to the
financial  statements,  the  Company  has  experienced  an  operating  loss  and
management has determined  that it will require  additional  capital to continue
funding  operations  and meet its  obligations as they come due. As discussed in
Note 7, management  believes the existing sources of financing are sufficient to
fund cash requirements for the next twelve months.




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


Hollywood, Florida
May 15, 2003



                                      F-1
<PAGE>



                               NEWTECH BRAKE CORP.
                           CONSOLIDATED BALANCE SHEET
                              AT FEBRUARY 28, 2003


<TABLE>
<CAPTION>
                                                                     February 28   February 28
                                                                        2003           2002
                                                                   ------------   -------------
                                                                     $                $
                                  Assets
<S>                                                                 <C>               <C>
Current assets
  Cash and cash equivalents                                                16,960              22
  Other receivables                                                         1,641           8,216
                                                                    -------------       ---------
    Total current assets                                                   18,601           8,238

Property and equipment, net                                                  --            82,771

Prepaid financing commitment fees                                         500,000            --

Licenses                                                               11,960,000            --
                                                                    -------------      ----------
    Total assets                                                       12,478,601          91,009
                                                                    =============      ==========

                   Liabilities and Shareholders' Equity

Current Liabilities
  Accounts payable and accrued liabilities                                294,986         503,796
  Short term borrowings (related parties)                                 175,118          85,172
  Current portion of long term debt                                       135,507            --
                                                                    -------------       ----------
    Total current liabilities                                             605,611         588,968

Long Term Debt                                                             65,391         187,500
                                                                    -------------      ----------
    Total Liabilities                                                     671,002         776,468

Shareholders' Equity
  Common  Stock,  $.0001 par value;  authorized 200,000,000
    shares in 2003 and 50,000,000 shares in 2002;
    issued and outstanding - 63,779,872
    and 45,822,337 respectively                                             6,375           4,582
  Paid in Capital                                                      16,715,842       4,094,742
  Accumulated Deficit                                                  (4,914,619)     (4,797,385)
  Accumulated other comprehensive income                                     --            12,600
                                                                    -------------      -----------
    Total Shareholder's Equity                                         11,807,598        (685,461)

    Total liabilities and shareholder's equity                         12,478,601          91,009
                                                                    =============      ===========
</TABLE>


Read the  accompanying  accounting notes to financial  statements,  which are an
integral part of this financial statement.




<PAGE>



                               NEWTECH BRAKE CORP.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                FOR THE TWELVE MONTHS ENDED FEBRUARY 28, 2003 AND
                                FEBRUARY 28, 2002

<TABLE>
<CAPTION>

                                                            Twelve months ended
                                                     ---------------------------------
                                                     February 28         February 28
                                                         2003               2002
                                                     --------------   -----------
                                                      $              $
<S>                                                  <C>             <C>
Revenues                                                    --          391,013

Cost of Sales                                               --          575,393
                                                     --------------   -----------

Gross Profit (loss)                                         --         (184,380)

Operating expenses:
  Marketing                                                 --          173,877
  Salaries and payroll related                            17,338        174,450
  Professional Fees                                      160,363        325,746
  Travel                                                  33,763         31,763
  Rent                                                      --            2,218
  Selling, general and administrative expenses           123,082        219,263
                                                     --------------  ------------

    Total operating expenses                             334,547        927,317

Loss before other income (expense)                      (334,547)    (1,111,697)

Other income (expense):
  Gain on write-off of liabilities                       257,839           --
  Interest expense                                       (30,891)       (52,205)
  Write down on impaired software                           --          (14,375)
  Loss on abandonment of property                           --          (87,798)
  Loss on investment                                        --         (249,269)
  Foreign exchange gain (loss)                           (22,234)          --
                                                     --------------  -----------

   Total other income (expense)                          204,714       (403,647)
                                                     --------------  -----------
Loss from continuing operations                         (129,833)    (1,515,344)
                                                     --------------  -----------
Discontinued Operations:
   Loss from operations of discontinued subsidiary          --         (568,145)
  Gain on debt cancellation of bankrupt subsidiary          --        1,662,750
                                                     --------------  -----------
  Net result from discontinued subsidiary                   --        1,094,605
                                                     --------------  -----------
Net Loss                                                (129,833)      (420,739)
                                                     ==============  ===========
Basic weighted average common shares outstanding      25,237,215     32,695,887
                                                     ==============  ===========
Basic and diluted Loss per common share                  (0.0051)       (0.0129)
</TABLE>


Read the  accompanying  accounting notes to financial  statements,  which are an
integral part of this financial statement


                                      F-3

<PAGE>



                               NEWTECH BRAKE CORP.
             CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY(DEFICIT)

<TABLE>
<CAPTION>
                                                                                                      Accumulated
                                         Common Stock                                                    other          Total
                                     ----------------------      Paid-in   Deferred      Accumulated  Comprehensive   Stockholders'
                                        Shares       Amount      Capital  Compensation      Deficit    Income/loss)    Equity
                                     -----------    --------   ---------- --------------  -----------    ------      ------------
<S>                                   <C>            <C>        <C>        <C>            <C>            <C>         <C>
Balance, February 28, 2001            25,206,037      2,510     2,905,921     (16,666)    (4,376,646)        -       (1,484,880)
Amortization of deferred
compensation                                                                   16,666                                    16,666
Issuance of common stock in a
private                                   87,500          9        13,991                                                14,000
placement ($.16 per share)
Issuance of common stock in a
private                                  100,000         10        19,990                                                20,000
placement ($.20 per share)
Issuance of common stock in a
private                                   46,083          5         9,995                                                10,000
placement ($.22 per share)
Issuance of common stock in a
private                                1,198,882        120       142,547                                               142,667
placement ($.12 per share)
Issuance of common stock in a
private                                  600,000         60         9,940                                                10,000
placement ($.02 per share)
Issuance of common stock in lieu
of interest                              130,432         13        33,411                                                33,424
Issuance of common stock for other
investments                            2,000,000        200        24,800                                                25,000
Issuance of common stock for
conversion of debt                     8,600,000        860       400,768                                               401,628
Issuance of common stock for
services                               7,853,403        786       533,383                                               534,169
Net loss year ended February 28,
2002                                                                                        (420,739)                  (420,739)
Foreign currency translation
adjustment                                                                                              12,600           12,600
                                       ---------    -------    ---------    --------   ------------   -------     -------------
Balance, February 28, 2002
                                       45,822,337     4,582     4,094,742          -      (4,797,385)   12,600         (685,461)
Issuance of common stock for
services                               4,000,000        400        39,600                                                40,000
Reverse split of common stock - 20
to 1                                   (47,331,192)  (4,736)        4,736                                                     -
Issuance of common stock for brake
system license                         59,800,000     5,980    11,954,020                                            11,960,000
Issuance of common stock for
conversion of debt                       298,250         30       122,863                                               122,893
Issuance of common stock for
financing                              1,190,477        119       499,881                                               500,000
commitment fees
Net loss year ended February 28,
2003                                                                                      (117,234)    (12,600)        (129,834)
                                       ---------    -------    ---------    --------   ------------   --------     -------------
Balance, February 28, 2003
                                      63,779,872      6,375     16,715,84          -     (4,914,619)         -       11,807,598
                                      ==========    =======    ==========   =========  =============  ========    =============

</TABLE>


Read the accompanying notes to financial statements,  which are an integral part
of this financial statement.


                                      F-4


<PAGE>



                               NEWTECH BRAKE CORP.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
       FOR THE TWELVE MONTHS ENDED FEBRUARY 28, 2003 AND FEBRUARY 28, 2002


<TABLE>
<CAPTION>
                                                                                   Twelve months ended
                                                                            ---------------------------------
                                                                             February 28,        February 28,
                                                                                  2003                2002
                                                                             -------------       ------------
<S>                                                                          <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Loss                                                                         (129,833)      (420,739)
   Adjustments to reconcile net loss to net cash used in operating activities:
     Depreciation                                                                     82,771        114,000
     Foreign exchange translation                                                     13,398           --
     Amortization of employee stock based compensation                                  --           16,666
     Stock issued for marketing services                                                --          154,000
     Stock issued for consulting services                                             40,000         19,000
     Stock issued for software development                                              --          150,000
     Stock issued for other services                                                    --          211,150
     Stock issued for interest                                                          --           33,443
     Write down of impaired software                                                    --           14,375
     Loss on Abandoned property - continued operations                                  --           54,617
     Loss on Abandoned property - discontinued operations                               --           69,589
     Loss on Investments                                                                --          144,276
     Change in Comprehensive income                                                     --          (12,600)
     Gain on write-off of liabilities                                               (257,839)          --
   Changes in Operating assets and liabilities:
     Receivables and other assets                                                      6,576        365,546
     Accounts payable and other liabilities                                          261,865     (1,104,855)
                                                                                  ----------      ----------

       Net cash provided by/(used in) operating activities                            16,938       (191,532)
                                                                                  ----------      ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Loss on investment                                                                   --          (27,662)
   Purchase of Property and equipment                                                   --          (33,181)
                                                                                  ----------      ----------

       Net cash provided by/(used in) investing activities                              --          (60,843)
                                                                                  ----------      ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from:
     Stockholder's capital contribution, net                                            --          196,667
     Short-term borrowing, net                                                          --           28,250
                                                                                  ----------      ----------

       Net cash provided by financing activities                                        --          224,917
                                                                                  ----------      ----------
   Net increase (decrease) in cash and cash equivalents                               16,938        (27,458)
   Cash and cash equivalents, beginning of period                                         22         27,480
                                                                                  ----------      ----------
   Cash and cash equivalents, end of period                                           16,960             22
                                                                                  ==========      ==========
  Supplemental Schedule of noncash investing and financing activities:
    Common stock issued for repayment of accounts payable                             57,722           --
    Common shares issued for repayment of short term borrowings                       65,172           --
    Common shares issued in payment of licenses                                   11,960,000           --
                                                                                  ==========      ==========
    Common shares issued in payment of financing commitment fees                     500,000           --
    Common stock issued for investment                                                  --           25,000
    Common stock issued to extinguish short term borrowings                             --          122,400

</TABLE>



Read the  accompanying  accounting  notes to financial  statement,  which are an
integral part of this financial statement.


                                      F-5

<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.

Under the name of NewTech  Brake Corp.,  the new  business  will be to identify,
develop and exploit,  under  licenses  brought from NewTech Group  International
Inc.,  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.

NewTech Brake Corp. prepares its consolidated financial statements in accordance
with generally accepted accounting principles. This basis of accounting involves
the  application  of accrual  accounting;  consequently,  revenues and gains are
recognized  when earned,  and expenses and losses are recognized  when incurred.
Financial   statement  items  are  recorded  at  historical  cost  and  may  not
necessarily represent current values.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Management estimates:

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

Fair value of Financial Instruments

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

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. Such investments are valued
at quoted market prices.

Receivables:

The Company  believes that the carrying  amount of  receivables  at February 28,
2003 approximates the fair value at such date.

Property, equipment and depreciation:

Property  and  equipment  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)
     ------------------------------- ---------------------------
      Computer Equipment                          3
     ------------------------------- ---------------------------


                                      F-6
<PAGE>


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  previous sources of revenues were in the form of sales from prepaid
calling cards, dedicated line rentals, sales from telephone line usage on a time
basis.  Revenues  from prepaid  calling cards were  recognized  when the calling
cards were used, any unused time was considered deferred revenue.  Revenues from
line  rentals  were  recognized  over the  contractual  life of the line  rental
agreement.  Revenues from sales from telephone line usage were  recognized  when
the line was used.

In the future,  revenues  will be in the form of sales from braking  systems and
will be recognized when the braking system is delivered to the client.

In December 1999, the  Securities and Exchange  Commission  ("SEC") issued Staff
Accounting Bulletin No. 101 ("SAB 101"),  "Revenue  Recognition," which provides
guidance on the recognition, presentation and disclosure of revenue in financial
statements  filed with the SEC. SAB 101 outlines the basic criteria that must be
met to recognize revenue and provide guidance for disclosures related to revenue
recognition  policies.  Management  believes that NewTech Brake Corp.'s  revenue
recognition practices are in conformity with the guidelines of SAB 101.

Earnings (Loss) per share calculation:

Earnings (Loss) per common share are calculated under the provisions of SFAS No.
28,  "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.

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".  he Company accounts for stock based compensation  granted to non
employees in accordance with SFAS No. 123.

Recent Accounting Pronouncements:

The Statement of Financial  Accounting Standards Board (SFAS) No. 141, "Business
Combinations," was issued by the Financial  Accounting Standards Board (FASB) in
July 2001. this Statement establishes standards for accounting and reporting for
business combinations. This statement requires the purchase method of accounting
to be used for all business combinations, and prohibits the pooling-of-interests
method of accounting.  This Statement is effective for all business combinations
initiated  after June 30, 2001 and  supercedes  APB  Opinion  No. 16,  "Business
Combinations"  as well as  Financial  Accounting  Standards  Board  Statement of
Financial   Accounting   Standards  No.  38,   "Accounting  for   Preacquisition


                                      F-7
<PAGE>



Contingencies of Purchased  Enterprises."  The adoption of this statement by the
Company did not have a material impact on its financial  condition or results of
operations.

The Statement of Financial  Accounting Standards Board (SFAS) No. 142, "Goodwill
and Other Intangible Assets," was issued by the Financial  Accounting  Standards
Board (FASB) in July 2001. This Statement  addresses how intangible  assets that
are acquired  individually  or with a group of other assets  should be accounted
for in financial  statements  upon their  acquisition.  This statement  requires
goodwill  amortization to cease and for goodwill to be periodically reviewed for
impairment,  for fiscal years  beginning  after  October 31, 2001.  SFAS No. 142
supercedes  APB  Opinion  No. 17,  "Intangible  Assets."  The  adoption  of this
statement  by the  Company  did not  have a  material  impact  on its  financial
condition or results of operations.

The  Statement  of  Financial   Accounting   Standards  Board  (SFAS)  No.  143,
"Accounting  for Asset  Retirement  Obligation,"  was  issued  by the  Financial
Accounting  Standards  Board (FASB) in August 2001.  This Statement will require
companies to record a liability for asset  retirement  obligations in the period
in which they are incurred,  which typically could be upon completion or shortly
thereafter.  The FASB  decided  to limit the scope to legal  obligation  and the
liability will be recorded at fair value. This Statement is effective for fiscal
years beginning after June 15, 2002. The Company does not expect the adoption of
this statement to have a material  impact on its financial  condition or results
of operations.

The  Statement  of  Financial   Accounting   Standards  Board  (SFAS)  No.  144,
"Accounting for the Impairment or Disposal of Long-Lived  Assets," was issued by
the Financial  Accounting Standards Board (FASB) in October 2001. This Statement
provides a single  accounting model for long-lived  assets to be disposed of and
replaces SFAS No. 121  "Accounting  for the Impairment of Long-Lived  Assets and
Long-Lived  Assets to Be Disposed  Of." This  Statement is effective  for fiscal
years  beginning  after December 15, 2001. The adoption of this statement by the
Company did not have a material impact on its financial  condition or results of
operations.

NOTE 3 - PROPERTY AND EQUIPMENT

At February 28, 2003,  equipment with a cost of $244,804 was fully  depreciated.
The Company has removed the original cost and related  accumulated  depreciation
accounts.

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  which  has been
extended indefinitely. The loan bears interest of 15% per annum, payable in cash
or common shares of the Company,  at the Company's  option, at a conversion rate
of 1 share for $0.0625 of interest.  The loan is convertible at any time, at the
lender's  option,  in whole or in part,  to common  shares of the  Company  at a
conversion  rate of $0.25 per share.  The interest  expense  resulting  from the
beneficial  conversion  feature has been charged to the  statement of operations
for the year ended February 28, 2002.  Substantially all of the Company's assets
are pledged to guarantee the  repayment of the loan.  The balance of the loan at
February  28, 2003 was $23,000  including  unpaid  interest  for the fiscal year
ending February 28, 2003.

During  the  current  fiscal  year,  the  Company  has  received  advances  on a
short-term basis from NewTech Group  International  Inc., a major shareholder of
the Company,  to support the development of the brake system  operations.  As of
February 28, 2003, the balance is $155,118.

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 $300,000
Canadian  Dollars (US $200,100).  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 is in default and NewTech  Brake Corp.  is attempting to
negotiate a settlement  with the lender.  On December 23,  2002,  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 $25,000  Canadian  dollars (US  $16,667),  including  interest,
commencing  February  15,  2003 and the last  installment  of  $24,687  Canadian
Dollars (US $16,458) on June 15, 2004.



                                      F-8
<PAGE>

NOTE 6 - COMMITMENTS AND CONTINGENCIES

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

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 $129,833
and  $420,739  for the twelve  months  ended  February 28, 2003 and February 28,
2002.  Additional  capital and/or  borrowings will be necessary in order for the
Company to continue in  existence  until  attaining  and  sustaining  profitable
operations.  Accordingly, pursuant to the Equity Line of Credit, the Company, at
its discretion,  may  periodically  issue and sell to Cornell  Capital  Partners
shares of common stock for a total purchase  price of $25.0 million.  The amount
of each advance is subject to an aggregate  maximum advance amount of $1,100,000
in any thirty-day period, under the Equity Line of Credit.

NOTE 8 - INCOME TAXES

The Company did not provide any current or deferred United States federal, state
or foreign income tax provision or benefit for the period  presented  because it
has experienced  operating  losses since  inception.  The Company has provided a
full valuation allowance on the deferred tax asset,  consisting primarily of net
operating   loss  carry   forwards,   because  of   uncertainty   regarding  its
realizability.

NOTE 9 - RELATED PARTIES

In February  2002, the Company  issued  1,500,000  shares of common stock to its
President and Vice President in settlement of accrued unpaid wages in the amount
of $45,996 and loans to the Company in the amount of $20,000.

NOTE 10 - SHAREHOLDER'S EQUITY

Pre reverse stock split

The Company  issued  4,000,000  shares of common stock for  consulting  services
rendered totaling $40,000.

Reverse stock split

On July 1, 2002, the Company  effectively  reversed split its common shares in a
ratio of twenty (20) to one (1).

Increase in authorized shares

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

Post reverse stock split and increased authorized shares

The  Company  issued   59,800,000  shares  of  common  stock  to  NewTech  Group
International  Inc.  pursuant to an  Acquisition of Assets and Change of Control
Agreement  dated  April  11,  2002 (the  "Agreement"),  whereby,  NewTech  Group
International Inc. will transfer all of their interests in certain patents,  and
rights of  certain  automotive  technologies  specifically  related to the brake
system in heavy vehicle markets (the "NewTech  Interests") to the Company valued
at $11,960,000.



                                      F-9
<PAGE>



The Company  issued  298,250 shares of common stock in settlement of debt valued
at $122,893.

The Company  issued  1,190,477  shares of common stock in  settlement of prepaid
financing commitment fees valued at $500,000.

NOTE 11 - SUBSEQUENT EVENTS





                                      F-10
<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.

/S/YVON RANCOURT CHAIRMAN                      Date:    May 28, 2003
--------------------------------------
Yvon Rancourt


/S/CLAUDE RANCOURT DIRECTOR, SECRETARY         Date:    May 28, 2003
--------------------------------------
Claude Rancourt


/S/MARC-ANTOINE GRATTON DIRECTOR               Date:    May 28, 2003
--------------------------------------
Marc-Antoine Gratton


/S/GILBERT LASNIER DIRECTOR                    Date:    May 28, 2003
--------------------------------------
Gilbert Lasnier


/S/LOUIS LACROIX DIRECTOR                      Date:    May 28, 2003
--------------------------------------
Louis Lacroix






<PAGE>


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In  connection  with the Annual  Report of  NewTech  Brake  Corp.  (the
"Company")  on Form 10-KSB for the year ended  February 28, 2003,  as filed with
the Securities and Exchange  Commission on the date hereof (the "Report"),  each
of the undersigned,  in the capacities and on the dates indicated below,  hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to his knowledge:

     1. The Report fully  complies  with the  requirements  of Section  13(a) or
15(d) of the Securities Exchange Act of 1934; and

     2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operation of the Company.


/s/ Yvon Rancourt
----------------------------------------------------
Yvon Rancourt
President, Chief Executive Officer,
Chief Operating Officer and Chief Financial Officer


                                      A-1




<PAGE>


                                       B-1


                                  CERTIFICATION
                             PURSUANT TO SECTION 302

     I, Yvon Rancourt, certify that:

     1. I have  reviewed  this  Annual  Report on Form  10-KSB of NewTech  Brake
Corp.;

     2. Based on my  knowledge,  this annual  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

          a) designed  such  disclosure  controls and  procedures to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

          c)  presented  in  this  annual  report  our  conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

          a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

          b) any fraud,  whether or not material,  that  involves  management or
     other employees who have a significant  role in the  registrant's  internal
     controls; and

     6. The registrant's other certifying  officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date:    May 28, 2003                     By:      /s/ YVON RANCOURT
                                                   -----------------
                                                   Yvon Rancourt
                                                   President,
                                                   Chief Operating Officer and
                                                   Chief Executive Officer

                                      B-1




<PAGE>


                                  CERTIFICATION
                             PURSUANT TO SECTION 302

     I, Yvon Rancourt, certify that:

     1. I have reviewed this Annual Report on Form 10-KSB of NewTech Brake Corp.

     2. Based on my  Knowledge,  this annual  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

          a) designed  such  disclosure  controls and  procedures to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

          c)  presented  in  this  annual  report  our  conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

          a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

          b) any fraud,  whether or not material,  that  involves  management or
     other employees who have a significant  role in the  registrant's  internal
     controls; and

     6. The registrant's other certifying  officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date:    May 28, 2003                         By:      /s/ YVON RANCOURT
                                                       -----------------
                                                       Yvon Rancourt
                                                       Chief Financial Officer


                                      C-1


<PAGE>