UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549

                             FORM 10-KSB

[X]            ANNUAL REPORT UNDER SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934
             For the fiscal year ended December 31, 2000

[  ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR
             15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
            For the transition period from               to

                    Commission file number 0-30587

                   Newport International Group Inc.
            (Name of small business issuer in its charter)

           Delaware                                   23-3030650
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                    Identification No.)

   11863 Wimbledon Circle, #418, Wellington, FL         33414
     (Address of principal executive offices)         (Zip Code)

         Issuer's Telephone Number:  (561) 389-6725

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

               Common Stock, $.0001 par value per share.
                           (Title of Class)

Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the last 12 months
(or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
[ X ] Yes   [   ] No

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 registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this
Form 10-KSB.  [ X ]

State issuer's revenues for its most recent fiscal year. $ -0-

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. (See definition of affiliate in Rule 12b-2 of the Exchange Act):

The aggregate market value of the voting stock held by non affiliates
of the issuer was not determinable because the common stock does not
trade on any market.

Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the
aggregate market value of the common equity held by non-affiliates on
the basis of reasonable assumptions, if the assumptions are stated.

(ISSUER INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
[   ] Yes   [   ] No

             (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 5,000,000 as of
December 31, 2000.

                Documents Incorporated by Reference

If the following documents are incorporated by reference, briefly
describe them and identify the part of the Form 10-KSB (e.g., Part I,
Part II, etc.) into which the documents is incorporated: (1) any annual
report to security holders; (2) any proxy or information statement; and
(3) any prospectus filed pursuant to Rule 424(b) or (c) of the
Securities Act of 1933 ("Securities Act"). The listed documents should
be clearly described for identification purposes (e.g., annual report
to security holders for fiscal year ended December 24, 1990): None

Transitional Small Business Disclosure Format (Check one): Yes [   ];
No [ X ]

                                PART I

Forward-Looking Statements

     This Form 10-KSB annual report may contain certain
"forward-looking" statements as such term is defined in the Private
Securities Litigation Reform Act of 1995 or by the Securities and
Exchange Commission in its rules, regulations and/or releases, which
represent our expectations or beliefs, including but not limited to,
statements concerning our operations, economic performance,
financial condition, growth and acquisition strategies, investments,
and future operational plans. For this purpose, any statements
contained herein that are not statements of historical fact may be
deemed to be forward-looking statements. Without limiting the
generality of the foregoing, words such as "may," "will," "expect,"
"believe," "anticipate," "intend," "could," "estimate," "might," or
"continue" or the negative or other variations thereof or comparable
terminology are intended to identify forward-looking statements.
These statements by their nature involve substantial risks and
uncertainties, certain of which are beyond our control, and actual
results may differ materially depending on a variety of important
facts, including but not limited to those risk factors discussed
herein below.

ITEM 1.  DESCRIPTION OF BUSINESS.

History and Organization

     On October 30, 2000, Conservation Anglers Manufacturing, Inc.,
a Florida corporation ("CAM"), entered into an Acquisition Agreement
and Plan of Merger (the "Agreement") with First Philadelphia Capital
Corp., a Delaware corporation ("FPC"). As result of the Agreement
between CAM and FPC, CAM has merged into FPC and changed its name to
Conservation Anglers Mfg., Inc. (the "Company"). On January 31,
2001, the Company filed an Amendment to its Certificate of
Incorporation pursuant to which the name of the Company was changed
from "Conservation Anglers Mfg., Inc." to "Newport International
Group Inc." The Company changed its name to Newport International
Group Inc. to better reflect and describe the Company's current
strategic direction.

General Business Plan

     The Company intends to become a real estate holding company
that will focus on specializing in large-scale commercial,
industrial and residential property development.

     The Company believes it is managed by seasoned professionals
with extensive experience in all aspects of real estate development
including design, budgeting, permitting, licensing, contracting,
Land Use Amendments, and Developments of Regional Impact.

     The Company's key management and examples of their past work
are as follows:

     Soloman Lam - Mr. Lam has 23 years in land development and has
managed numerous large scale projects including a 400 acre, $20
million subdivision project near Vancouver, B.C., and a $30 million
16 story hotel in downtown Vancouver, B.C.

     Vernon Priest - Mr. Priest is the preeminent expert in Florida
on development and rezoning issues. His past work includes the 1.9
million square foot Sawgrass Mills in Sunrise, FL, the 426 acre
Weston Park of Commerce in Weston, FL, and the 241,000 square foot
Huntington Park in Miramar, FL.

The Development Project - Newport

     The Company currently has 3,312 adjoining acres in Sumter
County Florida under contract with Bigham Farms Inc. at a price of
$3,500 per acre. Pursuant to the contract, a $180,000 deposit is
being held in escrow prior to a closing date on or before September
1, 2001. The property, strategically located 30 miles north of
Orlando and 1 hour from Tampa, is bisected by the Florida Turnpike
where it joins an approved, toll-free highway interchange (C-468)
connecting the Florida Turnpike to I-75. Preliminary due diligence
performed by Mr. Priest shows the land to be 85% usable with the
remaining 15% to be dedicated to greenbelt and wildlife habitat
preservation. In addition, Mr. Priest's due diligence shows that
the land will support 3,300 1/4 acre residential lots, 18,000,000 sq
feet of regional commercial space, 1,300,000 sq ft of neighborhood
commercial space, and 200,000 sq ft of office space. Once developed,
this parcel, to be called "Newport", will serve as a commercial,
industrial and residential hub for Sumter County.

The Opportunity

     Sumter County Florida is committed to community development and
has already pledged $10 million towards the widening of C-468 and
the construction of a Florida Turnpike interchange at the
intersection of C-468. These two county construction projects
converge on the Company's 3,312 acres and provide the traffic-flow
and access necessary to support a burgeoning community. According to
U.S. Census figures, from 1990 to 1999, Sumter County was the 9th
fastest growing county in Florida (out of 67) and all preliminary
land comparables (see below) show that the Company's property is
significantly undervalued. The Company believes that any inherent
risks associated with a real estate development project of this
nature are almost completely mitigated by the following:

     *    The Company will not directly manage any construction.
          All residential plots will be sold off to well-respected
          and proven construction firms with an expertise in
          building single-family homes. All commercial plots will be
          leased long-term to well known franchises such as
          McDonalds, Burger King, Applebee, Walmart, Exxon, and
          Marriot, and these firms will handle all of their own
          construction.

     *    Sumter County has no impact fees and preliminary research
          indicates that this could save the Company's
          developer-partners a total of $25-30 million over the life
          of the project.

     *    All community infrastructure costs (i.e. roads, sidewalks,
          hydrants, water, sewer) will be financed through Community
          Development District Bonds with a 20-25 year maturity
          period. These bonds will be insured through the Municipal
          Bond Insurance Company (MBIA) to secure a AAA rating and
          the most highly competitive interest rates. In addition,
          bond rates have falling significantly over the last year
          and all indications are that rates will continue to fall.

Proximity to Major Metropolitan Areas and Attractions

     The property is strategically located in central Florida, 45
minutes from Disney World and 1 hour from Tampa. The property is
bisected by the Florida Turnpike, one of the two main north/south
traffic arteries into and out of Florida, right where it intersects
to an already approved toll-free bypass (C-468) connecting the
Florida Turnpike to I-75.

Sumter County

     According to U.S. Census figures, between 1990-1999 Sumter
County was the 9th fastest growing counties in the state of Florida
(of 67). The county is showing a commitment to development by
allocating $10 million towards the widening of C-468 and the
construction of an interchange at the Florida Turnpike and C-468.
In addition, Sumter County has no impact fees, a fact that could
save the Company's developer-partners an estimated $20-30 million
over the life of the project.

No Construction Risk or Liability

     All risks associated with residential and commercial
construction are mitigated because the Company will not handle any
of the "Newport" construction. The residential plots will be sold to
established construction firms with expertise in single-family home
construction. The commercial plots will be leased long-term to
companies such as Walmart, Chevron, and Marriot, and these companies
will supervise all aspects of their specific site construction.

Proof of Concept with a Vested Interest

     Lady Lake, FL, within 10 miles of Newport, contains The
Villages (www.thevillages.com), a massive residential development
with an aggressive national advertising and sales campaign. The
Villages has grown to over 13,000 homes and 25,000 people. In
addition, The Villages is also helping to facilitate the C-468
interchange project by pledging $2.0 million of its own funds
towards construction. Ultimately, Newport will benefit directly from
its proximity to The Villages through:

     1)   having a strategic ally committed to continued growth in
          Sumter County and

     2)   the Villages' far reaching public relations and marketing
          campaigns that helps to create national awareness of the
          many opportunities in Sumter County.

Infrastructure Financed with Municipal Bonds

     Land infrastructure development will be financed through 20-25
year tax-free municipal bonds. The Company's management intends to
insure the municipal bonds through the Municipal Bond Insurance
Company (MBIA) to secure a AAA rating and highly competitive
interest rates. Interest rates have been on the decline for the last
year and all indications are that they will fall even further.

Current Financing Plans

     The Company is currently seeking a total of $13.5 million in
equity capital to finance the land purchase, apply for rezoning and
municipal bonds, fund a Developments of Regional Impact study and
support ongoing operations.

Competition

     The real estate development business is highly competitive. The
Company competes for interests in properties with other real estate
investors and purchasers, many of whom have greater financial
resources, revenues and geographical diversity than the Company has.

Government Regulation

     The Company is subject to various laws and regulations
concerning planning and zoning, building design and construction.
The Company may experience delays or other problems in the issuance
of the necessary permits and/or licenses to complete its projects.
The Company cannot assure you that it will be able to obtain the
necessary licenses or permits in a timely manner. The Company may
also be subject to periodic delays in its property development
projects due to building moratoria in any of the areas in which it
operate or plan to operate.

     The Company is also subject to a variety of laws and
regulations concerning the protection of health and the environment.
The particular environmental laws which apply to any given
development site vary greatly according to the site's location, the
site's environmental condition, the present and former uses of the
site, as well as adjoining properties. Environmental laws and
conditions may result in delays, may cause the Company to incur
substantial compliance and other costs, and can prohibit or severely
restrict development in environmentally sensitive regions or areas.

Risk Factors

The Company Could Encounter Problems as a Result of Using Debt to
Finance its Projects.

The Company may borrow money to pay for the acquisition, development
and operation of properties and for other general corporate purposes.
By borrowing money, the Company expose itself to several problems,
including the following:

     -  inability to repay debt when due;

     -  reduced access to additional debt; and

     -  loss of Company's property securing any defaulted debt.

The Company's Success is Dependent on its Management Team and Key
Employees Who It May Not Be Able to Retain.

     If one or more members of the Company's management team or key
employees, including Mr. Solomon Lam, its President and Chief
Executive Officer, were unable or unwilling to continue in their
present positions, the Company's business, financial condition and
operating results could be materially adversely affected. The Company
does not have employment agreements with any of its employees.

     The Company plans to hire additional employees to manage its
anticipated growth. Competition for personnel, particularly for
employees with management and technical expertise, is intense. The
Company's business, financial condition, liquidity and operating
results may be materially adversely affected if it cannot hire and
retain suitable personnel.

The Revenues From, and Market Value Of The Company's Properties May
Be Adversely Affected by Many Factors Beyond its Control. These
Factors Include Economic Conditions, the Real Estate Market
Generally, Interest and Exchange Rate Fluctuations, and Changes in
Governmental Regulations.

     The revenues from, and market values of the Company's property
development projects may be affected by a number of factors,
including the international, regional and local economic climate,
the local real estate market, the proximity and quality of
management, changes in market rates for comparable sales and rentals
and fluctuation in operating costs.

     Property investment projects may also be affected by factors
such as interest rates and exchange rate fluctuations, changes in
government regulations, availability of financing, changes in tax
laws or rates and environmental policies.

The Company's Investments in Properties May Be Illiquid.

     Due to the generally illiquid nature of property investment, it
may be difficult for the Company to convert real estate assets into
cash upon short notice. In addition, if the Company need to dispose
of a property quickly, it may have to accept a lower price than if
it had the ability to hold the property until a more opportune time.
Depending on the prevailing property market conditions, it may
sometimes encounter difficulty in obtaining commercially favorable
financing in lending transactions secured by its properties.

ITEM 2.  DESCRIPTION OF PROPERTY.

     The Company presently leases office space at 11863 Wimbledon
Circle, Suite #418, Wellington, Florida 33414. The term of the lease
is for 1 year, commencing in January 2001 and the monthly rental
payment is $1,000.

ITEM 3.  LEGAL PROCEEDINGS.

     There is no litigation pending or threatened by or against the
Company.

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

     There were no matters submitted to a vote of security holders
during the fourth quarter of the year ended December 31, 2000.

                               PART II

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

Market Information

     At the time of this filing, no public market currently exists
for the Company's shares.

Stockholders

     The Company has 3 holders of record of its common shares.

Dividends

     The Company has not previously paid any cash dividends on
common stock and does not anticipate or contemplate paying dividends
on common stock in the foreseeable future. It is the present
intention of management to utilize all available funds for the
development of the Company's business. The only restrictions that
limit the ability to pay dividends on common equity or that are
likely to do so in the future, are those restrictions imposed by
law. Under Delaware corporate law, no dividends or other
distributions may be made which would render the Company insolvent
or reduce assets to less than the sum of its liabilities plus the
amount needed to satisfy any outstanding liquidation preferences.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

     The following discussion should be read in conjunction with the
information contained in the financial statements of the Company and
the Notes thereto appearing elsewhere herein.

Results of Operations - December 27, 1999 (Inception) through
December 31, 2000

     The Company is considered to be in the development stage as
defined in Statement of Financial Accounting Standards No. 7. There
have been no operations since incorporation.

Liquidity and Capital Resources

     The Company expects to raise funds via private placements
during the second half of 2001. Capital contribution from
these private placements will be sufficient to meet its
working capital needs at least through the next twelve months.

ITEM 7.  FINANCIAL STATEMENTS.















                  NEWPORT INTERNATIONAL GROUP, INC.
                    (A Development Stage Company)

                     AUDITED FINANCIAL STATEMENTS

                          DECEMBER 31, 2000



































                  NEWPORT INTERNATIONAL GROUP, INC.
                    (A Development Stage Company)


                                INDEX
                                -----

                                                                Page(s)
                                                                -------
Independent Auditors' Report                                    1

Financial Statements
   Balance Sheet as of December 31, 2000                        2-3

   Statement of Operations for the Year
     ended December 31, 2000 and for the
     period December 27, 1999 (inception)
     to December 31, 2000.                                      4

   Statement of Stockholders' Equity for
     the period December 27, 1999,(inception)
     to December 31, 2000.                                      5

   Statement of cash flows for the
     year ended December 31, 2000, and
     for the period December 27, 1999
     (inception) to December 31, 2000.                          6

Notes to Financial Statements                                   7-9









              J.P. SPILLANE, Certified Public Accountant
                12788 W. Forest Hill Blvd., Suite 2005
                         Wellington, FL 33414
                        Office (561) 790-1488
                          Fax (561) 790-6830

American Institute of
Certified Public Accountants

Florida Institute of
Certified Public Accountants



                     INDEPENDENT AUDITOR'S REPORT


To the Board of Directors and Stockholders of
Newport International Group, Inc.

We have audited the accompanying balance sheet of Newport
International Group, Inc. (a development stage company) as of
December 31, 2000, and the related statements of operations,
stockholders' equity, and cash flows for the year then ended and for
the period from December 27, 1999 (inception), to December 31, 2000.
These financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards.  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 audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly in all material respects, the financial position of Newport
International Group, Inc. as of December 31, 2000, and the results
of its operations and its cash flows for the year then ended and
from December 27, 1999 (inception), to December 31, 2000, in
conformity with generally accepted accounting principles.

/s/ J.P. SPILLANE
-----------------
J.P. SPILLANE
Wellington, Florida
March 26, 2001






                  NEWPORT INTERNATIONAL GROUP, INC.
                    (A Development Stage Company)
                            Balance Sheet
                          December 31, 2000


                                ASSETS

CURRENT ASSETS
   Cash-Operating Account               $ 36,320
Total Current Assets                                   $ 36,320
                                                       --------
FIXED ASSETS
Total Fixed Assets                                     $      0
                                                       --------
OTHER ASSETS
   Organization Costs                   $    360
   Accumulated Amortization                  (12)
   Patent Costs                           41,614
   Deferred Development Costs              3,500
                                        --------
Total Other Assets                                     $ 45,462
                                                       --------
TOTAL ASSETS                                           $ 81,782
                                                       ========

                   LIABILITIES & STOCKHOLDERS EQUITY

CURRENT LIABILITIES
Total Current Liabilities                              $      0

LONG TERM LIABILITIES
   Loans From Officer                   $ 73,460
                                        --------
Total Long Term Liabilities                            $ 73,460
                                                       --------
TOTAL LIABILITIES                                      $ 73,460
                                                       --------
STOCKHOLDERS EQUITY
   Preferred Stock - $.0001 Par Value,
     5,000,000 Shares Authorized, None
     Issued                             $      0
   Common Stock - $.0001 Par Value,
     20,000,000 Shares Authorized,
     5,000,000 Shares Issued and
     Outstanding                             500
   Subscribed Common Stock                    41
   Additional Paid in Capital            108,788
   Deficit Accumulated During
     Development Stage                  (101,007)
                                        --------

TOTAL STOCKHOLDERS EQUITY                              $  8,322
                                                       --------
TOTAL LIABILITIES & STOCKHOLDERS EQUITY                $ 81,782
                                                       ========





           See Accompanying Notes and Accountant's Report.










                  NEWPORT INTERNATIONAL GROUP, INC.
                    (A Development Stage Company)
                      Statement of Operations
                 For The Year Ended December 31, 2000
    And The Period From Dec. 27, 1999 (Inception) to Dec. 31, 2000


                                    For The       Dec. 27, 1999
                                   Year Ended    (Inception) To
                                  Dec. 31, 2000   Dec. 31, 2000
                                  -------------  --------------

REVENUES                           $       0        $       0

COST OF SALES                              0                0
                                   ---------        ---------
GROSS PROFIT                               0                0
                                   ---------        ---------
OPERATING EXPENSES
   Auto Expense                          614              614
   Organizational Expenses               299              299
   Entertainment Expense                 327              327
   Office Expense                      1,338            1,338
   Postage                               346              346
   Telephone                           1,317            1,317
   Professional Fees                     994              994
   Contract Services                     395              395
   Consulting Fees                    95,000           95,000
   Bank Charges                           66               66
   Interest Expense                      250              250
   Depreciation & Amortization            12               12
   Taxes & Licenses                       49               49
                                   ---------        ---------
Total Operating Expenses             101,007          101,007
                                   ---------        ---------
Net Loss                           $(101,007)       $(101,007)
                                   =========        =========

Net Loss Per Share Basic           $    (.02)       $    (.02)
                                   =========        =========
   Diluted                            $ (.02)          $ (.02)
                                   =========        =========





           See Accompanying Notes and Accountant's Report.









<TABLE>
                  NEWPORT INTERNATIONAL GROUP, INC.
                    (A Development Stage Company)
    Statement of Stockholders' Equity for the Period Dec. 27, 1999
                   (Inception) to Dec. 31, 2000

<CAPTION>
                                                                          Deficit
                          Common Stock    Subscribed Stock              Accumulated
                       -----------------  ----------------  Additional    During
                         Number             Number           Paid In    Development
                       of Shares  Amount  of Shares Amount   Capital       Stage      Total
                       ---------  ------  --------- ------  ----------  ----------- ---------
<S>                    <C>        <C>     <C>       <C>     <C>         <C>         <C>
Issuance of Common
  Stock on Dec. 27,
  1999 for Cash at
  $.0001 Per Share     5,000,000 $  500         0  $    0   $       0   $       0   $     500

Net Loss Dec. 27,
  1999 to Dec. 31,
  1999                         0      0         0       0           0           0           0
                       ---------  ------  --------- ------  ----------  ---------   ---------
Balance Dec.31, 1999   5,000,000    500         0       0           0           0         500

Unreimbursed
  Expenses                     0      0         0       0         299           0         299

Cancellation of
  Common Stock Prior
  to Merger at $.0001
  Per Share           (4,700,000)  (470)        0       0           0           0        (470)

Issuance of Common
  Stock at Merger at
  $.0001 Per Share     4,700,000    470         0       0           0           0         470

Pooling of Interest            0      0         0       0      13,530           0      13,530

Payment of Subscribed
  Common Stock                 0      0   410,000      41      94,959           0      95,000

Net Loss for 2000              0      0         0       0           0    (101,007)   (101,077)
                       ---------  ------  -------   ------  ---------   ---------   ---------
Balance Dec.31, 2000   5,000,000  $  500  410,000   $  41   $ 108,788   $(101,007)  $   8,322
                       =========  ======  =======   ======  =========   =========   =========
</TABLE>




           See Accompanying Notes and Accountant's Report.


                  NEWPORT INTERNATIONAL GROUP, INC.
                    (A Development Stage Company)
                      Statement of Cash Flows
                For The Year Ended December 31, 2000
    And The Period From Dec. 27, 1999 (Inception) to Dec. 31, 2000

                                              For The       Dec. 27, 1999
                                             Year Ended    (Inception) To
                                            Dec. 31, 2000   Dec. 31, 2000
                                            -------------  --------------
CASH FLOWS FROM OPERATING ACTIVITIES
   Net Loss                                  $(101,007)       $(101,007)
   Depreciation & Amortization                      12               12
   Patent Costs                                (41,614)         (41,614)
   Deferred Development Costs                   (3,500)          (3,500)

NET CASH FROM OPERATING ACTIVITIES            (146,109)        (146,109)

CASH FLOWS FROM INVESTING ACTIVITIES
   Organization Costs                             (360)            (360)

NET CASH FROM INVESTING ACTIVITIES                (360)            (360)

CASH FLOWS FROM FINANCING ACTIVITIES
   Loans From Officer                           73,460           73,460
   Common Stock                                      0              500
   Subscribed Common Stock                          41               41
   Additional Paid In Capital                  108,788          108,788

NET CASH FROM FINANCING ACTIVITIES             182,289          182,789


NET INCREASE IN CASH                            35,820           36,320

CASH AT BEGINNING OF PERIOD                        500                0

CASH AT END OF PERIOD                        $  36,320        $  36,320
                                             =========        =========
SUPPLEMENTAL INFORMATION
   Interest Paid For Period                  $     250        $     250
                                             =========        =========
   Income Tax Paid For Period                $       0        $      0
                                             =========        =========


           See Accompanying Notes and Accountant's Report.










                  NEWPORT INTERNATIONAL GROUP, INC.
                    (A Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS
                          DECEMBER 31, 2000


1.   BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

     Business - The Company is a real estate holding and development
company that develops commercial, industrial, and residential
properties from raw undeveloped land.  The Company was originally
organized in Delaware on December 27, 1999, to serve as a vehicle to
effect a merger, exchange of capital stock, asset acquisition or
other business combination with a domestic or foreign private business.

     Pooling of Interests - On October 30, 2000, the Company
completed a business combination with Conservation Anglers
Manufacturing, Inc. which is a real estate holding and development
company that was originally organized in Florida on February 7,
2000, as a manufacturing company specializing in the biodegradable
chemical manufacturing industry offering lead free solutions to
various industrial needs.  The combination was a stock-for-stock
merger that was accounted for as a "pooling-of-interests".  In
connection with the merger, the Company issued 4,700,000 shares of
restricted common stock in exchange for all the outstanding stock of
Conservation Anglers Manufacturing, Inc.  Accordingly, the Company's
financial statements for 2000 have been restated to include the
accounts of Conservation Anglers Manufacturing, Inc. as if the
companies had combined at the beginning of the year.  There were no
transactions between the Company and Conservation Anglers
Manufacturing, Inc. before the combination and no adjustments were
necessary to conform accounting policies.

     Name Changes - The Company was originally organized as First
Philadelphia Capital Corp.  As a result of the business combination
on October 30, 2000, the Company changed its name to Conservation
Anglers Manufacturing, Inc.  In December, 2000, the Company again
changed its name to Newport International Group, Inc.

     Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of financial
statements and the reported amounts of revenues and expenses during
the reporting period.  Actual results could differ from those amounts.








                  NEWPORT INTERNATIONAL GROUP, INC.
                    (A Development Stage Company)
              NOTES TO FINANCIAL STATEMENTS (Continued)
                          DECEMBER 31, 2000

     Cash and Cash Equivalents - For the purposes of reporting the
statement of cash flows, cash and cash equivalents include highly
liquid instruments with maturities of three months or less at the
time of purchase.

     Income Taxes - The Company accounts for income taxes under the
Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes," (SFAS 109).  Under SFAS 109, deferred tax assets and
liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax
basis.  Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years
in which those temporary differences are expected to be recovered or
settled.  The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that
includes the enactment date. There were no current or deferred
income tax expense or benefits due to the fact that the Company did
not have any material operations for the year ended December 31,
2000.

     Other Assets - Costs incurred in connection with developing
real estate have been deferred and capitalized.  In addition, the
Company has capitalized the costs of obtaining patents.  The Company
intends to amortize such assets once operations commence, and
revenues are generated.

2.   DUE TO OFFICER: - During the development stage of the Company,
the Chief Executive Officer of the Company has advanced funds on
behalf of the Company.  Such advances are unsecured, non-interest
bearing, and due on demand.  Also included is the purchase by the
Company of exclusive licensing rights to certain patents from the
Chief Executive Officer for $40,000.

3.   STOCKHOLDERS EQUITY:

     Preferred Stock - The Company is authorized to issue 5,000,000
shares of preferred stock at $.0001 par value, with such
designations, voting and other rights and preferences as may be
determined from time to time by the board of directors.







                  NEWPORT INTERNATIONAL GROUP, INC.
                    (A Development Stage Company)
              NOTES TO FINANCIAL STATEMENTS (Continued)
                          DECEMBER 31, 2000


     Common Stock - The Company is authorized to issue 20,000,000
shares of common stock at $.0001 par value.  The Company has issued
5,000,000 shares of its common stock pursuant to Rule 506 and
restricted pursuant to Rule 144 of the Securities Act of 1933 as
amended.

     Subscribed Common Stock - The Company has received
subscriptions to its common stock for 410,000 shares as of December
31, 2000, as part of a 1,000,000 share offering pursuant to Rule 506
of the Securities Act of 1933, as amended.  All 410,000 shares
subscribed are restricted securities pursuant to Rule 144 of
the Securities Act of 1933, as amended.

     Additional Paid In Capital - Additional paid in capital at
December 31, 2000, represents the amount paid for common stock
issued or subscribed to in excess of par value and $299 in
unreimbursed expenses.

4.   TRANSACTION WITH RELATED PARTY - On August 17, 2000, the
Company entered into a consulting agreement with FS Capital
Markets Group, Inc. to perform consulting services and take certain
actions and undertake certain obligations to insure an orderly
business combination as reported above under pooling of interests,
for a fee of $95,000. At December 31, 2000, FS Capital Markets
Groups, Inc. owned 300,000 shares of the issued and outstanding
common stock of the Company.

5.   COMMITMENTS - On December 1, 2000, the Company has agreed to
pay $10,000 to purchase the rights to a feasibility study for
certain parcels of land which it plans on developing in the future.
Payments totaling $2,500 were made in December, 2000, for one copy
of the report.  The balance of $7,500 is due and payable if the
Company elects to proceed with the acquisition of any of the parcels.

6.   SUBSEQUENT EVENTS:

     Land Contracts - The Company has executed certain land
contracts totaling $11,389,600 which it intends to develop in the
future.  Such contracts are subject to a feasibility study for a
period of 245 days.







                  NEWPORT INTERNATIONAL GROUP, INC.
                    (A Development Stage Company)
              NOTES TO FINANCIAL STATEMENTS (Continued)
                          DECEMBER 31, 2000


     Agreements - The Company entered into a management and
financial consulting agreement on January 15, 2001, with Union
Atlantic LC, as consultant, to provide management and financial
consulting services, and Union Atlantic Capital LC, as investment
bank, to provide investment banking services, for a fee of $25,000
and a warrant to purchase five (5%) of the outstanding common stock
of the Company at an exercise per share price equal to one cent
($.01) per share.  The exercise per share price of the warrants
shall be adjusted upward to equal the per share price paid by
investors in the first covered transaction after the execution of
the agreement.  The warrants will expire seven (7) years after the
date of issue, and can be exercised at any time in whole or in part.
The warrants are subject to a proportionate downward adjustment in
the per share exercise price in the event of any stock splits, stock
dividends, recapitalizations, or similar events, or issuances of
common stock at a per share price less than the adjusted warrant
price.  There is a restriction from selling more than 25% of the
underlying shares during any single calendar quarter.

     Subscribed Common Stock - Additional subscriptions to common
stock were received in 2001.  Through March 26, 2001, an additional
477,580 shares had been subscribed.

7.   NET LOSS PER SHARE - Basic net loss per share is computed using
the weighted average number of common shares outstanding.  The
dilutive effect of potential common shares outstanding is included
in diluted net loss per share.  The computations of basic net loss
per share and diluted net loss per share for 2000 are as follows:

        Basic weighted average shares             5,000,000

        Effect of dilutive securities:
           Common stock subscriptions                61,500

        Dilutive potential common shares          5,061,500
                                                  =========

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

     On March 19, 2001, the Company changed its independent
certified public accountants to J.P. Spillane, CPA. There were no
disagreements with the Company's prior accountant, H. Timothy Woo
& Co., CPAs. H. Timothy Woo & Co., CPAs audited the Company's
financial statements for the period from inception (December 27,
1999) through April 30, 2000.

                              PART III

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

     The Company currently has one Director and Officer as
follows:

 Name                    Age         Positions and Offices Held
 ----                    ---         --------------------------
 Solomon Lam             47          President, Chief Executive
                                     Officer, Secretary-Treasurer
                                     and Chairman of the Board of
                                     Directors

 Vernon Priest                       Vice President of Development
                                     and Engineering

     There are no agreements or understandings for the officer or
director to resign at the request of another person and the
above-named officer and director is not acting on behalf of nor will
act at the direction of any other person.

     Set forth below is the name of the director and officer of the
Company, all positions and offices with the Company held, the period
during which he has served as such, and the business experience
during at least the last five years:

Solomon Lam

     Mr. Lam, President, Chief Executive Officer, Secretary-
Treasurer and Chairman of the Board of Directors.  Mr. Lam, 47,
serves as an officer and director of the Company since October 30,
2000.  Mr. Lam received his Bachelor's degree in Business
Administration from Boston University in 1976.  He was recruited by
Sears, Roebuck & Co. but decided to move northwest.  He started a
very successful construction company in Vancouver specializing in
residential housing in 1977.  In 1980, Mr. Lam started an additional
business with his wife, importing and wholesaling a wide range of
products including women fashions and accessories and residential
lighting systems from Europe.  In 1989 he developed a 40-acre
residential subdivision yielding 34 lots which were sold out with
good result.  In 1993, Mr. Lam built a 16-story hotel together with
a group of private investors in downtown Vancouver.  The hotel was
sold as a turn-key operation at a very favorable profits for its
investors.

Vernon Priest

     Mr. Priest, Vice President of Development and Engineering.  Mr.
Priest, ___, serves as an officer of the company since January,
2001.  Mr. Priest is a licensed civil engineer in Florida.  He
received Masters of Business Administration from Nova Southeastern
University of Davie, Florida in 1995 and Bachelor of Science Ocean
Engineering from Florida Atlantic University of Boca Raton, Florida
in 1973.  For the last five years, Mr. Priest was involved in many
real estate related projects in Florida.  In 1993 to 1994, he was
Director of Engineering and Development for Atlantic Gulf Community
Inc. of Miami, Florida.  From 1995 to 1999 he was Development
Management Consultant for Huntington DRI - Huntington Broward Assoc.
of Miramar, Florida. In 1996 to 1999, Mr. Priest also worked as the
Development Management Consultant to Weston Park of Commerce -
Equitable Life Assurance, Weston, Florida.  And finally, from 2000
to the present, Mr. Priest is Real Estate Director for West Coast
Partners of Clearwater, Florida.

Indemnification of Directors and Officers

     The Company shall indemnify to the fullest extent permitted by,
and in the manner permissible under the laws of the State of
Delaware, any person made, or threatened to be made, a party to an
action or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he is or was a director or
officer of the Company, or served any other enterprise as director,
officer or employee at the request of the Company. The Board of
Directors, in its discretion, shall have the power on behalf of the
Company to indemnify any person, other than a director or officer,
made a party to any action, suit or proceeding by reason of the fact
that he/she is or was an employee of the Company.

INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE COMPANY FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO BE
AGAINST PUBLIC POLICY BY THE SECURITIES AND EXCHANGE COMMISSION AND
IS THEREFORE UNENFORCEABLE.

ITEM 10.  EXECUTIVE COMPENSATION.

      The Company may award stock options and cash bonus to key
employees, directors, officers and consultants under a stock option
plan not yet adopted as bonus based on service and performance.
The annual salaries of executive officers are listed as follows:

 Name and Principal Position               Annual Salary
 ----------------------------              -------------
 Solomon Lam                               None
 President, Chief Executive
 Officer, Secretary-Treasurer
 and Directors

 Vernon Priest
 Vice President of Development             None
 and Engineering

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

     The following table sets forth each person known by the
Company to be the beneficial owner of five percent or more of the
Company's Common Stock, all directors individually and all directors
and officers of the Company as a group. Except as noted, each person
has sole voting and investment power with respect to the shares shown.

Name and Address (1)        Number of Shares
of Beneficial Owner        Beneficially Owned       Percent of Class
----------------------     ------------------       ----------------
Solomon Lam (2)(3)                     nil                    nil
11863 Wimbledon Circle
Suite #418
Wellington, FL 33414

Vernon Priest (6)                      nil                    nil
11863 Wimbledon Circle
Suite #418
Wellington, FL 33414

Samantha Lam (4)                 3,525,000                  70.5%
11863 Wimbledon Circle
Suite #418
Wellington, FL 33414

Sara Lam (5)                     1,175,000                  23.5%
11863 Wimbledon Circle
Suite #418
Wellington, FL 33414

FS Capital Markets                 300,000                   6.0%
Group Inc.
1422 Chestnut Street
Suite 410
Philadelphia, PA 19102

All Officers and Directors             nil                    nil
(2 persons)

---------------------
(1) Unless otherwise noted, the Company believes that all persons
    named in the above table have sole voting and dispositive power
    with respect to all shares of common stock beneficially owned by
    them.

(2) Solomon Lam disclaims beneficial ownership of the shares of
    common stock owned by Samantha Lam and Sara Lam.

(3) President, CEO, Secretary-Treasurer and Director of the Company.

(4) Samantha Lam disclaims beneficial ownership of the shares of
    common stock owned by Sara Lam.

(5) Sara Lam disclaims beneficial ownership of the shares of
    common stock owned by Samantha Lam.

(6) Vice President of Development and Engineering of the Company.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

    There have been no related party transactions, or any other
transactions or relationships required to be disclosed pursuant to
Item 404 of Regulation S-B.

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

     (a) Exhibits.

         (3.1) Certificate of Incorporation filed as an exhibit to
               the Company's registration statement on Form 10-SB
               filed on May 10, 2000, and incorporated herein
               by reference.

         (3.2) Bylaws filed as an exhibit to the Company's
               registration statement on Form 10-SB filed on
               May 10, 2000, and incorporated herein by
               reference.

         (3.3) Specimen Stock Certificate filed as an exhibit to
               the Company's registration statement on Form 10-SB
               filed on May 10, 2000, and incorporated herein
               by reference.

        (10.1) Agreement with FS Capital Markets Group Inc. filed
               as an exhibit to the Company's registration
               statement on Form 10-SB filed on May 10, 2000,
               and incorporated herein by reference.

        (10.2) Shareholder Agreement with FS Capital Markets Group
               Inc. filed as an exhibit to the Company's
               registration statement on Form 10-SB filed on
               May 10, 2000, and incorporated herein by
               reference.

     (b) Reports on Form 8-K.

 Form    Item #     Description                     Filing Date
 ----    ------     ----------------------------    -----------------
 8-K     1,2,6,7    Acquisition Agreement and       November 6, 2000
                    Plan of Merger

 8-K     5          Mutual Termination Agreement    September 6, 2000


                              SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                            Newport International Group Inc.

                            By: /s/ Solomon Lam
                            -----------------------------------
                            Solomon Lam
                            President, Chief Executive/Financial
                            Officer, Treasurer and Director

                            Date: April 2, 2001


     In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated:

Signature         Title                                  Date
---------         -----                                  ----

/s/ Solomon Lam   President, Chief Executive/Financial   April 2, 2001
---------------   Officer, Treasurer and Director
Solomon Lam