<PAGE>

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

                                  FORM 10-KSB/A

[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 Code Number)

11863 Wimbledon Circle, Suite 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.

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.

[X] 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

None.

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


<PAGE>

                                     PART II

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

In 2000, Newport sold an aggregate of 410,000 shares of common stock to
"accredited investors" for a total of $95,000. Newport sold these shares of
common stock under the exemption from registration provided by Section 4(2) of
the Securities Act and Rule 506 promulgated thereunder. Neither Newport nor any
person acting on its behalf offered or sold the securities by means of any form
of general solicitation or general advertising. Purchasers, or the beneficial
owners of purchasers that are entities, are friends or business associates of
the officers and directors of Newport. No services were performed by any
purchaser as consideration for the shares issued. All purchasers represented in
writing that they acquired the securities for their own accounts. A legend was
placed on the stock certificates stating that the securities had not been
registered under the Securities Act of 1933, as amended and cannot be sold or
otherwise transferred without an effective registration or an exemption
therefrom.

                                       1
<PAGE>

ITEM 7. FINANCIAL STATEMENTS.

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

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                            Page(s)
                                                                                                            -------

<S>                                                                                                         <C>
Independent Auditors' Report                                                                                      3

Financial Statements
     Balance Sheet as of December 31, 2000 and 1999                                                             4-5

     Statement of Operations for the Years ended December 31, 2000 and 1999 and
       for the period December 27, 1999 (inception) to December 31, 2000.                                         6

     Statement of Stockholders' Equity for
       the period December 27, 1999,(inception) to December 31, 2000.                                             7

     Statement of cash flows for the years ended December 31, 2000 and 1999 and
       for the period December 27, 1999 (inception) to December 31, 2000.                                         8

Notes to Financial Statements                                                                                  9-11
</TABLE>

                                       2
<PAGE>

                          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 1999, and the
related statements of operations, stockholders' equity, and cash flows for the
years 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 1999, and the results of its operations and its cash
flows for the years then ended and from December 27, 1999 (inception), to
December 31, 2000, in conformity with generally accepted accounting principles.

Wellington, Florida
March 26, 2001

                                         /s/ J.P. Spillane, C.P.A., P.A.
                                         ---------------------------------------

                                       3
<PAGE>

                        NEWPORT INTERNATIONAL GROUP, INC.
                          (A Development Stage Company)
                                  Balance Sheet
                           December 31, 2000 and 1999



                                     ASSETS

                                                  2000               1999
                                                  ----               ----
CURRENT ASSETS
   Cash-Operating Account                     $    36,320        $       500
                                              -----------        -----------

Total Current Assets                               36,320                500

FIXED ASSETS                                            0                  0
                                              -----------        -----------

Total Fixed Assets                                      0                  0

OTHER ASSETS
   Organization Costs                                 360                  0
   Accumulated Amortization                           (12)                 0
   Patent Costs                                    41,614                  0
   Deferred Development Costs                       3,500                  0
                                              -----------        -----------

Total Other Assets                                 45,462


TOTAL ASSETS                                  $    81,782        $       500
                                              ===========        ===========


                 See Accompanying Notes and Accountant's Report

                                       4
<PAGE>

                       NEWPORT INTERNATIONAL GROUP, INC.
                         (A Development Stage Company)
                                 Balance Sheet
                           December 31, 2000 and 1999

                        LIABILITIES & STOCKHOLDERS EQUITY

<TABLE>
<CAPTION>

                                                                                2000                 1999
                                                                                ----                 ----
<S>                                                                          <C>                   <C>
CURRENT LIABILITIES                                                          $       0             $       0
                                                                             ---------             ---------

Total Current Liabilities                                                            0                     0

LONG TERM LIABILITIES
   Loans from Officer                                                           73,460                     0
                                                                             ---------             ---------

Total Long Term Liabilities                                                     73,460                     0


                                                                             ---------             ---------
TOTAL LIABILITIES                                                               73,460                     0

COMMITMENTS, CONTINGENCIES AND SUBSEQUENT EVENTS

STOCKHOLDERS EQUITY
   Preferred Stock - $$.0001 Par Value, 5,000,000 Shares
     Authorized, None Issued                                                         0                     0
   Common Stock - $.0001 Par Value, 20,000,000 Shares Authorized,
     5,000,000 Shares Issued and Outstanding                                       500                   500
   Subscribed Common Stock                                                          41                     0
   Additional Paid in Capital                                                  108,788                     0
   Deficit Accumulated During Development Stage                               (101,007)                    0
                                                                             ---------             ---------

TOTAL STOCKHOLDERS EQUITY                                                        8,322                   500
                                                                             ---------             ---------

TOTAL LIABILITIES & STOCKHOLDERS EQUITY                                      $  81,782             $     500
                                                                             =========             =========
</TABLE>

                 See Accompanying Notes and Accountant's Report

                                       5
<PAGE>

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

<TABLE>
<CAPTION>

                                                              For the            Dec. 27, 1999
                                       For the Year             Year              (Inception)
                                          Ended                 Ended                  to
                                         Dec. 31,              Dec. 31,             Dec. 31,
                                           2000                  1999                 2000
                                       ------------           ----------         --------------

<S>                                      <C>                   <C>                   <C>
REVENUES                                 $       0             $       0             $       0

COST OF SALES                                    0                     0                     0
                                         ---------             ---------             ---------

GROSS PROFIT                                     0                     0                     0
                                         ---------             ---------             ---------

OPERATING EXPENSES
  Auto Expense                                 614                     0                   614
  Organizational Expenses                      299                     0                   299
  Entertainment Expenses                       327                     0                   327
  Office Expense                             1,338                     0                 1,338
  Postage                                      346                     0                   346
  Telephone                                  1,317                     0                 1,317
  Professional Fees                            994                     0                   994
  Contract Services                            395                     0                   395
  Consulting Fees                           95,000                     0                95,000
  Bank Charges                                  66                     0                    66
  Interest Expense                             250                     0                   250
  Depreciation & Amortization                   12                     0                    12
  Taxes & Licenses                              49                     0                    49
                                         ---------             ---------             ---------

Total Operating Expenses                   101,007                     0               101,077
                                         ---------             ---------             ---------

Net Loss                                 $(101,077)            $       0             $(101,077)

Net Loss Per Share

  Basic                                  $    (.02)            $    (.00)            $    (.02)
                                         =========             =========             =========

  Diluted                                $    (.02)            $    (.00)            $    (.02)
                                         =========             =========             =========
</TABLE>

                 See Accompanying Notes and Accountant's Report

                                       6
<PAGE>


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

<TABLE>
<CAPTION>


                                    Common Stock              Subscribed Stock                       Deficit
                                --------------------       ----------------------                   Accumulated
                                Number                     Number                     Additional      During
                                 of                          of                         Paid In     Development
                                Shares        Amount       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 Shares                  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 December 31, 2000     5,000,000     $      500        410,000    $       41    $  108,788    $ (101,007)    $    8,322
</TABLE>


                 See Accompanying Notes and Accountant's Report

                                       7
<PAGE>

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

<TABLE>
<CAPTION>

                                               For the Year          For the Year        Dec. 27, 1999
                                                  Ended                 Ended           (Inception) to
                                               Dec. 31, 1999         Dec. 31, 2000       Dec. 31, 2000
                                               -------------        ---------------     --------------
<S>                                             <C>                   <C>                  <C>
CASH FLOWS FROM OPERATING EXPENSES
  Net Loss                                      $(101,007)            $       0            $(101,007)
  Depreciation & Amortization                          12                     0                   12
  Patent Costs                                    (41,614)                    0              (41,614)
  Deferred Development Costs                       (3,500)                    0               (3,500)
                                                ---------             ---------            ---------
NET CASH FROM OPERATING ACTIVITIES               (146,109)                    0             (146,109)
                                                ---------             ---------            ---------

CASH FLOWS FROM INVESTING ACTIVITIES
  Organization Costs                                 (360)                    0                 (360)
                                                ---------             ---------            ---------
NET CASH FROM INVESTING ACTIVITIES                   (360)                    0                 (360)
                                                ---------             ---------            ---------

CASH FLOWS FROM FINANCING ACTIVITIES
  Loans From Officer                               73,460                     0               73,460
  Common Stock                                         --                   500                  500
  Subscribed Common Stock                              41                     0                   41
  Additional Paid In Capital                      108,788                     0              108,788
                                                ---------             ---------            ---------
NET CASH FROM FINANCING ACTIVITIES                182,289                   500              182,789
                                                ---------             ---------            ---------
NET INCREASE IN CASH                               35,820                   500               36,320

CASH AT BEGINNING OF PERIOD                           500                     0                    0

                                                ---------             ---------            ---------
CASH AT END OF PERIOD                           $  36,320             $     500            $  36,320
                                                =========             =========            =========
SUPPLEMENTAL INFORMATION
  Interest Paid for Period                      $     250             $       0            $     250
                                                =========             =========            =========

  Income Tax Paid for Period                    $       0             $       0            $       0
                                                =========             =========            =========
</TABLE>


                 See Accompanying Notes and Accountant's Report

                                       8
<PAGE>


                        NEWPORT INTERNATIONAL GROUP, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 and 1999

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 January, 2001, 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.

         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

                                       9
<PAGE>

               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 years ended December 31, 2000 and 1999.

         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. No shares of preferred
               stock has been issued.

         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 Section 4(2) of
               the Securities Act of 1933, as amended 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 Section 4(2) of the
               Securities Act of 1933, as amended. All 410,000 shares subscribed
               are restricted 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

                                       10
<PAGE>

               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 President and Chief Executive Officer has
               executed certain land contracts totaling $11,389,600 which the
               Company intends to develop in the future. Such contracts are due
               to close on September 1, 2001. The President and Chief Executive
               Officer has deposited $180,000 into escrow pending closing and
               the Company will reimburse him when he assigns the contracts to
               the Company.

         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. The
               Company shall issue, subject to certain conditions described
               below, to Union Atlantic a warrant to purchase five (5%) (250,000
               shares) of the outstanding common stock of the Company if and
               only if a covered transaction occurs. The exercise per share
               price of the warrants shall equal the per share price paid by
               investors in the first covered transaction between October 31,
               2001, and October 31, 2004. The warrants will expire seven (7)
               years after the date of issue, and can be exercised at any time
               in whole or in part. 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 are as follows:

<TABLE>
<CAPTION>

                                                                             2000                        1999
                                                                             ----                        ----
               <S>                                                        <C>                          <C>

               Basic weighted average shares                              5,000,000                    5,000,000

               Effect of dilutive securities:
               Common stock subscriptions                                    61,500                           --

                                                                     --------------               --------------
               Dilutive potential common shares                           5,061,500                    5,000,000
                                                                     ==============               ==============
</TABLE>

                                       11
<PAGE>

                                    PART III

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

         Each of the our directors is elected by our shareholders to a term of
one year and serves until his or her successor is elected and qualified. Each of
the officers is appointed by the Board of Directors and serves at the discretion
of the Board of Directors. The Board of Directors does not have a nominating,
audit, or compensation committee.

         The following table sets forth certain information regarding our
executive officers and directors as of the date of this prospectus:
<TABLE>
<CAPTION>

             NAME                AGE                      POSITION(S)                         DIRECTOR SINCE
------------------------------- ------ --------------------------------------------------- ----------------------
<S>                             <C>          <C>                                                  <C>
Soloman Lam                      47          CEO, President, Treasurer and Director                2000

Redding Stevenson                64           Chief Operating Officer and Director                 2000

Sara Lam                         47                         Director                               2000

Samantha Lam                     22                         Director                               2000


Vernon Priest                    51            Vice President of Development and                   2000
                                                    Engineering and Director

Tina Giacalone                   49                  Secretary and Director                        2000



Clinton Beckwith                 58            Vice President of Public Relations                  2000
                                                           and Director
</TABLE>


         SOLOMAN LAM has served as Chief Executive Officer, President and a
director since 2000. From 1977 to 1999, Mr. Lam served as President of Equewest
Investment Ltd., a commercial and residential real estate development company.
Mr. Lam has managed numerous large-scale projects including a 400-acre, $20
million subdivision near Vancouver, B.C., and a $30 million 16-story hotel in
downtown Vancouver. Mr. Lam received a Bachelor of Science degree in Business
Administration from Boston University in 1976.

         REDDING STEVENSON has served as Chief Operating Officer and a director
since 2000. From 1988 to present, Mr. Stevenson has served as President and CEO
of Amerinvest Development Corporation, a real estate development company. Mr.
Stevenson has more than 35 years of experience in executive management in all
phases of real estate development, real estate/transit related and
infrastructure projects, privatization initiatives and governmental relations.

         SARA LAM has served as a director of Newport since 2000. Since 1998,
Sara Lam has worked for Macy's department store in Palm Beach Gardens, Florida
and West Palm Beach, Florida in various capacities. Prior to 1998, Sara Lam was
a homemaker.

                                       12
<PAGE>

         SAMANTHA LAM has served as a director of Newport since 2000. Since
1996, Samantha Lam has been a professional equestrian athlete who trains and
competes in equestrian show jumping competitions, mostly in Germany.

         VERNON PRIEST has served as Vice President of Development and
Engineering and as a director of Newport since 2000 and specializes in
development and rezoning issues. From 2000 to present, Mr. Priest served as the
Real Estate Director for West Coast Partners, a real estate development company
in Clearwater, Florida. From 1996 until 1999, Mr. Priest served as a Development
Management Consultant to Equitable Life Insurance, a general insurance company
which financed the construction and development of the Western Park of Commerce
in Weston, Florida. Mr. Priest earned his MBA from Nova Southeastern University
in 1995 and his Bachelor of Science in Ocean Engineering from Florida Atlantic
University in 1973.

         TINA GIACALONE has been the Secretary and a director of Newport since
2000. Since 1995, Ms. Giacalone has been a professional consultant for
Computype, a secretarial and administrative services company she owns. Ms.
Giacalone has over 25 years of experience in business administration. Ms.
Giacalone has an associate's degree of Business Management from the Gold Coast
College of T.A.F.E. in Queensland, Australia.

         CLINTON BECKWITH has been the Vice President of Public Relations and a
director of Newport since 2000. Additionally, from 1993 to present, Mr. Beckwith
has served as a manager of Clinda Resources, Inc., a private real estate holding
company. From 1998 to present, Mr. Beckwith has also served as the publisher and
a director of Waterway Times Media Group, Inc., a maritime magazine
concentrating on boating and water-related leisure activities. Mr. Beckwith has
been self-employed and owned various business entities over the last 30 years.
His businesses have included several book, newspaper and magazine publishing
companies and a building supply company.

         Soloman Lam, Chief Executive Officer and President of Newport, is the
husband of Sara Lam and the father of Samantha Lam, both directors and
significant shareholders of Newport.

Indemnification of Directors and Officers

         Newport 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 Newport, or served any other enterprise as director,
officer or employee at the request of Newport. The Board of Directors, in its
discretion, shall have the power on behalf of Newport 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 Newport.

INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING NEWPORT 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.

                                       13
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION.

         No officer, director or principal shareholder has received any form of
compensation from Newport since its inception.

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

         The following table sets forth certain information as of December 31,
2000 with respect to the beneficial ownership of our common stock by all persons
known by us to be beneficial owners of more than 5% of any such outstanding
classes, and by each director and executive officer, and by all officers and
directors as a group. Unless otherwise specified, each named beneficial owner
has, sole voting and investment power.
<TABLE>
<CAPTION>

NAME AND ADDRESS (1)                                   NUMBER OF SHARES
OF BENEFICIAL OWNER                                   BENEFICIALLY OWNED             PERCENT OF CLASS (%)
---------------------------------------------     ---------------------------      --------------------------
<S>                                                       <C>                                   <C>
Soloman Lam                                                4,700,000(2)                           70.5

Vernon Priest                                                      0                               0

Redding Stevenson                                                  0                               0

Tina Giacalone                                                     0                               0

Clinton Beckwith                                                   0                               0

Samantha Lam                                               4,700,000(2)                           70.5

Sara Lam                                                   4,700,000(2)                           70.5

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

All Officers and Directors as a group
(7 persons)                                                4,700,000                              70.5
</TABLE>

----------------------
     (1) Unless otherwise indicated, the address for each principal shareholder
         is 11863 Wimbledon Circle, Suite 418, Wellington, FL 33414.

     (2) Represents 3,525,000 shares of common stock owned directly by Samantha
         Lam and 1,175,000 shares of common stock owned by Sara Lam. Soloman Lam
         disclaims beneficial ownership of the 4,700,000 shares of common stock
         owned by his wife, Sara Lam, and his daughter, Samantha Lam. Sara Lam
         disclaims beneficial ownership of the 3,525,000 shares of common stock
         owned by her daughter, Samantha Lam. Samantha Lam disclaims beneficial
         ownership of the 1,175,000 shares of common stock owned by her mother,
         Sara Lam.

                                       14
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Soloman Lam, our President and Chief Executive Officer, has entered
into two exclusive land sales contracts to purchase approximately 3,300 acres of
land in Sumter County. If we decide to purchase the property, Mr. Lam will
assign the land sales contracts to us. Mr. Lam has deposited $180,000 in
connection with the land sales contracts, which amount is being held in escrow
pending closing. If we close on the land and sales contracts, we plan to
reimburse Mr. Lam for the $180,000 deposit.

         In September 1999, we entered in a consulting agreement with FS Capital
Markets Group, Inc. to perform consulting services and take certain actions to
insure an orderly business combination in our stock-for-stock merger with First
Philadelphia Capital Corp. We paid FS Capital Markets Group, Inc. a fee of
$95,000 and issued it 300,000 shares of our common stock, computed after
completion of the transaction.

         During Newport's development stage, our President and Chief Executive
advanced $33,460 on behalf of Newport for working capital. Such advances are
unsecured, non-interest bearing and due on demand.

         In April 2000, our President and Chief Executive Officer assigned to
Conservation Anglers Mfg., Inc., the exclusive licensing rights to a patent he
owned for consideration of $40,000 cash.

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

(b)               On September 6, 2000, First Philadelphia Capital Corp.
         announced it had terminated its agreement with FS Capital Markets
         Group, Inc. for certain financial consulting services, including
         pursuing possible business combinations.

                  On November 6, 2000, Conservation Anglers Mfg., Inc. filed a
         current report on Form 8-K to announce that on October 30, 2000
         Conservation Anglers Manufacturing, Inc. had consummated a
         stock-for-stock merger with First Philadelphia Capital Corp. whereby
         First Philadelphia Capital Corp. would be the surviving corporation and
         First Philadelphia Capital Corp. would change its name to Conservation
         Anglers Mfg., Inc. As a result of the merger, Michael Tay resigned as
         Conservation Anglers Mfg., Inc.'s sole director and was replaced with
         Solomon Lam.

                                       15
<PAGE>


                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended, the Registrant caused the amended report to be signed on
its behalf by the undersigned, hereunto duly authorized in the City of
Wellington, State of Florida, on November 20, 2001.

                                  NEWPORT INTERNATIONAL GROUP, INC.

                                  By: /s/ Solomon Lam
                                      ------------------------------------------
                                      Soloman Lam, President and Chief Executive
                                      Officer

         In accordance with the requirements of the Exchange Act, this amended
report has been signed by the following persons in the capacities and on the
dates stated.

<TABLE>
<CAPTION>
               SIGNATURE                                     TITLE                                  DATE
               ---------                                     -----                                  ----

<S>                                            <C>                                            <C>
/s/ Soloman Lam                                     President and Director                    November 20, 2001
----------------------------------------       (Principal Executive, Financial
Soloman Lam                                         and Accounting Officer)


/s/ Samantha Lam                                           Director                           November 20, 2001
----------------------------------------
Samantha Lam


/s/ Sara Lam                                               Director                           November 20, 2001
----------------------------------------
Sara Lam


/s/ Redding Stevenson                              Chief Operating Officer                    November 20, 2001
----------------------------------------                and a Director
Redding Stevenson



/s/ Vernon Priest                              Vice President of Development and              November 20, 2001
----------------------------------------          Engineering and a Director
Vernon Priest


/s/ Tina Giacalone                                 Secretary and a Director                   November 20, 2001
----------------------------------------
Tina Giacalone


/s/ Clinton Beckwith                                   Vice President of                      November 20, 2001
----------------------------------------        Public Relations and a Director
Clinton Beckwith
</TABLE>

                                       16